<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1995
REGISTRATION NO. 33-60591
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
ON
FORM S-3
TO
REGISTRATION STATEMENT ON
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SIERRA HEALTH SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEVADA 6324 88-0200415
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
2724 NORTH TENAYA WAY
LAS VEGAS, NEVADA 89128
(702) 242-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ANTHONY M. MARLON, M.D.
CHIEF EXECUTIVE OFFICER
SIERRA HEALTH SERVICES, INC.
2724 NORTH TENAYA WAY
LAS VEGAS, NEVADA 89128
(702) 242-7000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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COPIES TO:
STEPHEN P. FARRELL, ESQ. RICHARD A. STRONG, ESQ.
MORGAN, LEWIS & BOCKIUS LLP GIBSON, DUNN & CRUTCHER
101 PARK AVENUE 333 SOUTH GRAND AVENUE
NEW YORK, NEW YORK 10178 LOS ANGELES, CALIFORNIA 90071
(212) 309-6000 (213) 229-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PROSPECTUS
961,132 SHARES
SIERRA HEALTH SERVICES, INC.
COMMON STOCK
In connection with the proposed merger (the "Merger") of Health Acquisition
Corp. ("Sierra Sub"), a wholly-owned subsidiary of Sierra Health Services,
Inc. ("Sierra"), with and into CII Financial, Inc. ("CII"), pursuant to the
Agreement and Plan of Merger, dated as of June 12, 1995, among Sierra, Sierra
Sub and CII (the "Merger Agreement"), CII's 7 1/2% Convertible Subordinated
Debentures due 2001 (the "CII Debentures") will become convertible into
Sierra's Common Stock, par value $0.005 per share (the "Sierra Common Stock"),
upon the effectiveness of the Merger. CII currently has outstanding
$56,800,000 in aggregate principal amount of the CII Debentures. The CII
Debentures will remain outstanding after the Merger. Sierra will enter into a
supplemental indenture providing that the CII Debentures will be convertible
into shares of Sierra Common Stock at a current conversion price of $59.097
per share, subject to further adjustment. Sierra will not otherwise assume
CII's obligations under the CII Debentures and will not guarantee payment of
principal, interest or any premium thereon. As of September 11, there were 49
holders of record of the CII Debentures. The CII Debentures are convertible at
the office of Chemical Trust Company of California (the "Trustee") maintained
for such purpose in Los Angeles, California or New York, New York. This
Prospectus relates to the shares (the "Shares") of Sierra Common Stock
issuable upon conversion of the CII Debentures after the Merger. Sierra and
CII have furnished to their respective shareholders a Joint Proxy
Statement/Prospectus dated September 19, 1995 in connection with the
solicitation of proxies by the respective Boards of Directors for their
special meetings of shareholders to approve the Merger. Additionally, CII has
provided copies of the Joint Proxy Statement/Prospectus to the holders of the
CII Debentures for information purposes.
The Sierra Common Stock is listed on the New York Stock Exchange (Symbol:
"SIE"). On October 4, 1995, the last sale price of the Sierra Common Stock as
reported on the New York Stock Exchange Composite Tape was $24.875 per share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY SIERRA OR ANY UNDERWRITER, AGENT OR DEALER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES IN RESPECT OF WHICH THIS
PROSPECTUS IS DELIVERED OR AN OFFER OF ANY SECURITIES IN ANY JURISDICTION TO
ANY PERSON WHERE SUCH AN OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALES MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF SIERRA SINCE THEIR RESPECTIVE DATES.
AVAILABLE INFORMATION
Sierra is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning Sierra may be inspected and copied
at the Commission's Public Reference Section, Room 1024, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549, where copies may be obtained at
prescribed rates, as well as at the following regional offices: Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048;
and Midwest Regional Office, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Sierra Common Stock is
listed on the New York Stock Exchange. Copies of reports, proxy statements and
other information concerning Sierra may also be inspected at the office of
such Exchange, 20 Broad Street, New York, New York 10005.
Sierra has filed a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with the Commission with respect to the securities offered hereby. As
permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement and
reference is hereby made to the Registration Statement for further information
with respect to Sierra and the Sierra Common Stock.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission by Sierra are incorporated
in this Prospectus by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1994
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, as amended on
Form 10-K/A filed with the Commission on September 1, 1995 (the "Sierra 10-
K/A").
2. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995
filed with the Commission on May 12, 1995.
3. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995
filed with the Commission on August 14, 1995.
4. Current Report on Form 8-K filed with the Commission on March 2, 1995.
5. Current Report on Form 8-K filed with the Commission on June 21, 1995, as
amended on June 22 and July 11, 1995.
6. Sierra's definitive Joint Proxy Statement/Prospectus dated September 19,
1995 for the Special Meeting of Shareholders to be held October 24, 1995.
7. All other reports filed by Sierra pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year ended December 31, 1994.
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<PAGE>
8. The description of the Sierra Common Stock contained in the Registration
Statement of Sierra on Form 8-A filed pursuant to the Exchange Act on March
31, 1994, and effective on April 14, 1994.
9. The description of certain rights attaching to the Sierra Common Stock to
purchase Series A Junior Participating Preferred Stock contained in the
Registration Statement of Sierra on Form 8-A filed pursuant to the Exchange
Act on July 1, 1994.
All reports and other documents filed by Sierra after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof.
Statements contained in this Prospectus as to the contents of any contract
or document are not necessarily complete and in each instance such statements
are qualified in their entirety by reference to the copy of such contract or
other document filed as an exhibit to the Registration Statement or
incorporated by reference therein. Any statement contained in a document
incorporated or deemed to be incorporated in this Prospectus by reference
shall be deemed to be modified or superseded for the purpose of this
Prospectus to the extent that a statement contained in this Prospectus or in
any other subsequently filed document which also is or is deemed to be
incorporated in this Prospectus by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
SIERRA, P.O. BOX 15645, LAS VEGAS, NEVADA 89114-5645, ATTENTION: SECRETARY,
TELEPHONE: (702) 242-7189.
THE COMPANY
Sierra is a managed health care company that provides and administers the
delivery of comprehensive health care programs with an emphasis on quality
care and cost management. Sierra's strategy has been to develop and offer a
portfolio of managed health care products to employer groups and individuals.
Sierra's broad range of managed health care services is provided through its
federally qualified health maintenance organization in Nevada, an HMO in
Houston, Texas in which Sierra has a 50% ownership interest, managed indemnity
plans, a third-party administrative services program for employer-funded
health benefit plans and workers' compensation medical management programs.
Ancillary products and services that complement Sierra's managed health care
product lines are also offered.
Sierra's primary types of insurance coverage are two HMO plans and a managed
indemnity plan, which includes a PPO option. In 1994, Sierra enhanced its
product line by introducing the first HMO Point of Service plan in Nevada.
This new product allows members to choose one of the above coverage options
when medical services are required instead of one plan for the entire year. As
of August 1, 1995 the POS membership was approximately 32,000 in Southern
Nevada or approximately 24% of Sierra's total HMO membership. This POS plan is
also available in its Texas HMO.
Sierra, a Nevada corporation, has principal executive offices at 2724 North
Tenaya Way, Las Vegas, Nevada 89128 and its telephone number is (702) 242-
7000.
ACQUISITION OF CII FINANCIAL, INC.
Sierra and CII have furnished the Joint Proxy Statement/Prospectus dated
September 19, 1995 to their respective shareholders in connection with the
solicitation of proxies by their respective Boards of Directors for use at
their respective special meetings of shareholders to be held on October 24,
1995 relating to the Merger. Under the terms of the Merger Agreement, Health
Acquisition Corp., a wholly-owned subsidiary of Sierra, will be merged with
and into CII which thereupon will become a wholly-owned subsidiary of Sierra.
In connection
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<PAGE>
with the Merger, each outstanding share of CII's common stock will be
converted into 0.37 of a share of Sierra Common Stock (the "Exchange Ratio").
Additionally, at the effective time of the Merger, each outstanding option to
purchase shares of CII's common stock issued pursuant to CII's stock option
plans will be assumed by Sierra and will constitute an option to acquire the
same number of shares of Sierra Common Stock into which such shares would have
been converted pursuant to the Merger had such options been exercised
immediately prior to the effective time.
At the effective time of the Merger, the CII Debentures will no longer be
convertible into CII's common stock and will be convertible into Sierra Common
Stock at a conversion price adjusted according to the Exchange Ratio,
currently $59.097 per share. Sierra is entering into a supplemental indenture
with respect to the CII Debentures providing that the CII Debentures will be
so convertible into Sierra Common Stock. Sierra will not otherwise assume
CII's obligations under the CII Debentures and will not guarantee the payment
of principal, interest or any premium thereon. The CII Debentures are
currently listed on the American Stock Exchange, but Sierra anticipates that
CII will delist the CII Debentures after the Merger. Currently, the CII
Debentures are registered under the Exchange Act, but Sierra anticipates that
CII will seek to deregister them after the Merger since it is anticipated that
there will be fewer than three hundred holders of the CII Debentures.
Therefore, after the Merger, CII will not be required to comply with the
periodic reporting requirements of the Exchange Act. Sierra will continue to
comply with its periodic reporting obligations under the Exchange Act.
USE OF PROCEEDS
This Prospectus relates to shares of Sierra Common Stock issuable, after the
Merger, upon conversion of the CII Debentures. There will be no cash proceeds
to Sierra from such conversions.
PLAN OF DISTRIBUTION
The Sierra Common Stock covered by this Prospectus will be issued from time
to time by Sierra upon conversion of the CII Debentures after the effective
time of the Merger.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of Sierra consists of 1,000,000 shares of
Series A Junior Participating Preferred Shares, par value $0.01 per share
("Series A Preferred Shares"), and 40,000,000 shares of Sierra Common Stock,
par value $0.005 per share. As of September 11, 1995, there were 14,812,613
shares of Sierra Common Stock issued and outstanding (excluding treasury
shares). No Series A Preferred Shares are issued and outstanding.
COMMON STOCK
Holders of Sierra Common Stock are entitled to one vote per share held of
record on matters to be voted upon by the shareholders, except in the case of
an election of directors where cumulative voting is invoked.
Holders of Sierra Common Stock are entitled to receive dividends out of
funds legally available for distribution when and if declared by the Board of
Directors and to share ratably in the assets of Sierra legally available for
distribution to its stockholders in the event of liquidation, dissolution or
winding-up of Sierra, subject to preferences that may be applicable to any
shares of Sierra's preferred stock then outstanding.
Pursuant to Sierra's Shareholder Rights Plan, as described below, one right
is attached to each share of Sierra Common Stock, entitling the holder to
purchase one one-hundredth of a Series A Preferred Share upon the occurrence
of certain events.
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<PAGE>
Holders of Sierra Common Stock have no subscription, redemption or
conversion rights. Because the Sierra Common Stock is registered under Section
12 of the Exchange Act, under Nevada law holders have no preemptive rights to
acquire unissued shares, treasury shares or securities convertible into such
shares.
PREFERRED STOCK
The Board is authorized to provide for the issuance of preferred stock in
one or more series and to fix the rights, preferences, privileges and
restrictions thereof. Pursuant to such authority and in connection with
Sierra's Shareholder Rights Plan described below, Sierra has authorized the
issuance of Series A Preferred Shares. Each one one-hundredth of a Series A
Preferred Share (a "Preferred Share Fraction") carries voting and dividend
rights that are intended to produce the equivalent of one share of Sierra
Common Stock. The voting and dividend rights of the Series A Preferred Shares
are subject to adjustment in the event of dividends, subdivisions and
combinations with respect to the Sierra Common Stock. Holders of Series A
Preferred Shares are not entitled to any preemptive rights.
The rights of holders of Sierra Common Stock will be subject to, and may be
adversely affected by, the terms of any Series A Preferred Shares that may be
issued in connection with Sierra's Shareholder Rights Plan described below.
The issuance of Series A Preferred Shares may have the effect of delaying,
deferring or preventing a change of control of Sierra without further action
by the stockholders and may discourage bids for the Sierra Common Stock at a
premium over the market price. In addition, the issuance of Series A Preferred
Shares could adversely affect the voting rights of holders of Sierra Common
Stock. Under certain circumstances, the issuance of Series A Preferred Shares
could adversely affect the market price of the Sierra Common Stock. Sierra is
not aware of any threatened transaction to obtain control of Sierra.
SHAREHOLDER RIGHTS PLAN
On June 14, 1994, the Board of Directors of Sierra authorized and declared a
dividend distribution of one right (a "Right") for each share of Sierra Common
Stock. The Rights were distributed to the holders of record of Sierra Common
Stock as of the close of business on June 30, 1994. Each Right entitles the
registered holder to purchase from Sierra a unit (a "Unit") consisting of one
one-hundredth of a Series A Preferred Share, or a combination of securities
and assets of equivalent value, at a purchase price of $100.00 per Unit,
subject to adjustment. The detailed terms and conditions of the Rights are set
forth in the Rights Agreement by and between Sierra and Continental Stock
Transfer & Trust Company, as Rights Agent, filed as an exhibit to Sierra's
Registration Statement on Form 8-A as filed with the Commission on July 1,
1994 and effective on September 19, 1994. See "Incorporation of Certain
Information by Reference."
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Sierra on
terms not approved by Sierra's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by Sierra at a price
of $.02 per Right prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Sierra Common Stock.
NEW YORK STOCK EXCHANGE LISTING
Sierra's Common Stock is listed on the New York Stock Exchange.
TRANSFER AGENT
Continental Stock Transfer & Trust Company is the transfer agent and
registrar for Sierra's Common Stock.
5
<PAGE>
CONVERSION OF CII DEBENTURES
The CII Debentures were issued under the Indenture, dated as of September
15, 1991 (the "Indenture"), between CII and Chemical Trust Company of
California, as successor to Manufacturers Hanover Trust Company, as Trustee
(the "Trustee"). Sierra and the Trustee will enter into an indenture
supplemental providing that, upon the effectiveness of the Merger, the CII
Debentures will become convertible into Sierra Common Stock, instead of CII
Common Stock, at an initial conversion price of $59.097 per share, subject to
adjustment as described below. Capitalized terms used but not defined herein
have the meanings ascribed to them in the Indenture.
The CII Debentures are subordinated and subject, to the extent and in the
manner set forth in the Indenture, to the prior payment in full of all Senior
Indebtedness. At September 30, 1995, CII had $7,000,000 of Senior Indebtedness
outstanding. Additionally, the CII Debentures are redeemable upon not less
than 25 nor more than 60 days' notice by mail at any time, in whole or in
part, at the election of CII at the Redemption Prices set forth in the
Indenture together with accrued interest.
The CII Debentures will be convertible after the Merger only into Sierra
Common Stock. The CII Debentures will be so convertible at any time prior to
redemption, repurchase or maturity initially at the conversion price stated on
the cover page of this Prospectus. The right to convert CII Debentures called
for redemption or to be repurchased will terminate at the close of business on
the Redemption Date or the Repurchase Date, as the case may be, and will be
lost if not exercised prior to that time. The CII Debentures are convertible
at the office of the Trustee maintained for such purpose in Los Angeles,
California or New York, New York.
The conversion price will be subject to adjustment in certain events,
including: (i) the issuance of Sierra Common Stock as a dividend or as a
distribution on the Sierra Common Stock; (ii) the issuance to all holders of
Sierra Common Stock of certain rights or warrants entitling them to subscribe
for Sierra Common Stock at less than the then current market price per share;
(iii) subdivisions and combinations of the Sierra Common Stock; (iv) the
distribution to all holders of Sierra Common Stock of debt securities, shares
of any class of capital stock, cash or assets (including securities, but
excluding any rights or warrants referred to above, excluding any dividend or
distribution paid exclusively in cash and excluding any dividend or
distribution in Sierra Common Stock); (v) the distribution to all holders of
Sierra Common Stock of cash (excluding any cash that is distributed as part of
a distribution referred to above) in an aggregate amount that, together with
the aggregate amount of certain other distributions, exceeds 10% of the
product of the current market price per share of the Sierra Common Stock on
the date fixed for shareholders entitled to receive such distribution and the
number of shares of Sierra Common Stock outstanding on such date; and (vi)
tender offers made by Sierra or any Subsidiary for all or any portion of the
Sierra Common Stock involving an aggregate consideration having a fair market
value on the last time (the "Expiration Time") tenders may be made pursuant to
such tender offer that, together with the aggregate amount of certain other
distributions, exceeds 5% of the product of the current market price per share
of the Sierra Common Stock on the Expiration Time and the number of shares of
Sierra Common Stock outstanding (including any tendered shares) on the
Expiration Time. In addition to the foregoing adjustments, Sierra will be
permitted to make such reductions in the conversion price as it considers to
be advisable in order that any event treated for Federal income tax purposes
as a dividend of stock or stock rights will not be taxable to the recipients.
Sierra is not required to make adjustments in the conversion price of less
than 1% of such price, but any adjustment that would otherwise be required to
be made will be taken into account in the computation of any subsequent
adjustment. In the case of certain consolidations or mergers to which Sierra
is a party or the transfer of substantially all of the assets of Sierra, each
CII Debenture then outstanding would, without the consent of any Holders of
CII Debentures, become convertible only into the kind and amount of
securities, cash and other property receivable upon the consolidation, merger
or transfer by a Holder of the number of shares of Sierra Common Stock into
which such Debenture might have been converted immediately prior to such
consolidation, merger or transfer (assuming such holder of Sierra Common Stock
failed to exercise any rights of election and received per share the kind and
amount received per share by a plurality of the non-electing shares). Other
than as set forth above, the conversion price is not subject to adjustment in
the event of the sale of the Sierra Common Stock at less than market value. If
any such sale negatively affects the market price for the Sierra Common Stock,
the value of the CII Debentures may also be adversely affected.
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Fractional shares of Sierra Common Stock will not be issued upon conversion
and, in lieu thereof, Sierra will pay a cash adjustment based upon market
price. The Holders of CII Debentures at the close of business on a record date
will be entitled to receive the interest payable on the CII Debentures on the
corresponding Interest Payment Date notwithstanding the subsequent conversion
thereof or CII's default in payment of the interest due on such Interest
Payment Date, subject to certain provisions applicable to defaulted interest.
No payment or adjustment will be made upon conversion for interest accrued on
the CII Debentures or for dividends on the Sierra Common Stock issued on
conversion. Therefore, CII Debentures surrendered for conversion during the
period from the close of business on any record date to the opening of
business on the corresponding Interest Payment Date (except CII Debentures
called for redemption, or to be repurchased, on such Interest Payment Date or
on a Redemption Date or a Repurchase Date within such period) must be
accompanied by payment of an amount equal to the interest payable on the
Interest Payment Date. The Holder of CII Debentures on a record date who
converts CII Debentures on an Interest Payment Date will receive the interest
and need not include a payment for any such interest upon surrender of CII
Debentures for conversion.
VALIDITY OF SECURITIES
The validity of the issuance of the shares Sierra Common Stock offered
hereby will be passed upon by Morgan, Lewis & Bockius LLP, Los Angeles,
California.
EXPERTS
The Consolidated Financial Statements of Sierra Health Services, Inc. as of
December 31, 1994 and 1993 and for each of the three years in the period ended
December 31, 1994 incorporated in this Prospectus by reference from the Sierra
10-K/A have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The Consolidated Financial Statements of CII Financial, Inc. as of December
31, 1994 and 1993 and for each of the three years in the period ended December
31, 1994 incorporated in this Prospectus by reference from CII Financial,
Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
as amended on Form 10-K/A, and the Restated Consolidated Financial Statements
of CII Financial, Inc. as of December 31, 1994 and 1993 and for each of the
three years in the period ended December 31, 1994 as restated to conform to
the presentation of the unaudited interim financial information of CII
Financial, Inc. as of June 30, 1995 have been audited by BDO Seidman, LLP,
Independent Certified Public Accountants as stated in their reports. These
reports are either incorporated herein by reference and have been so
incorporated by reference in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses to be borne by the registrant in
connection with the offering described in this Registration Statement. All of
such amounts are estimated except for the SEC Registration Fee and the New
York Stock Exchange additional listing fee.
<TABLE>
<S> <C>
SEC Registration Fee........................................ Previously Paid
New York Stock Exchange Additional Listing Fee.............. Previously Paid
Printing and Engraving Costs................................ $ 5,000.00
Blue Sky Fees and Expenses.................................. 4,000.00
Legal Fees and Expenses..................................... 10,000.00
Accounting Fees and Expenses................................ 5,000.00
Miscellaneous............................................... 1,000.00
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Total....................................................... $ 25,000.00
===============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Domestic and Foreign Corporation Law and
Article VII of the registrant's By-laws provide for the indemnification under
certain conditions of directors, officers, employees and agents acting in
their official capacities.
The registrant has not entered into separate indemnification agreements with
any of its officers or directors.
The registrant has purchased directors' and officers' liability insurance
insuring the registrant's officers and directors against certain liabilities
and expenses incurred by such persons in such capacities.
II-1
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ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
*2.1 Agreement and Plan of Merger, dated as of June 12, 1995, among the
registrant, Health Acquisition Corp. and CII Financial, Inc.
3.1 Articles of Incorporation, together with amendments thereto to date,
incorporated by reference to Exhibit 3 to the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990.
3.2 Certificate of Division of Shares into Smaller Denominations of the
registrant, incorporated by reference to the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
3.3 Amended and Restated By-laws of the registrant, incorporated by
reference to Exhibit 3.3 to the registrant's Annual Report on Form 10-
K/A for the fiscal year ended December 31, 1994.
3.4 Rights Agreement, dated as of June 14, 1994, between the registrant
and Continental Stock Transfer & Trust Company, incorporated by
reference to Exhibit 1 to the registrant's Registration Statement on
Form 8-A effective September 19, 1994 (File No. 1-8865).
4.1 Specimen Common Stock Certificate, incorporated by reference to
Exhibit 4(e) to the registrant's Registration Statement on Form S-8 as
filed and effective on August 5, 1994 (Reg. No. 33-82474).
*4.2 Indenture, dated as of September 15, 1991, between CII Financial,
Inc., and Chemical Trust Company of California, as successor to
Manufacturers Hanover Trust Company, as Trustee.
**4.3 Form of Indenture Supplemental, dated as of October 31, 1995, among
the registrant, CII Financial, Inc. and Chemical Trust Company of
California.
*5.1 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of BDO Seidman, LLP.
*23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
*24.1 Power of Attorney.
*25.1 Statement of Eligibility of Chemical Trust Company of California on
Form T-1.
</TABLE>
- --------
* Previously filed.
** Revised version of exhibit previously filed.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(A) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(C) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(D) The undersigned registrant hereby undertakes that:
(i) For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIED THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF LAS VEGAS, STATE OF
NEVADA, ON THE 30TH DAY OF OCTOBER, 1995.
SIERRA HEALTH SERVICES, INC.
By /s/ Anthony M. Marlon, M.D.
__________________________________
Anthony M. Marlon, M.D.
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s/ Anthony M. Marlon, M.D. Chief Executive Officer and October 30, 1995
____________________________________ Chairman of the Board
Anthony M. Marlon, M.D. (Principal Executive
Officer)
* Vice President of Finance, October 30, 1995
____________________________________ Chief Financial Officer, and
James L. Starr Treasurer (Principal
Financial and Accounting
Officer)
Director
____________________________________
Thomas Y. Hartley
* Director October 30, 1995
____________________________________
Erin E. MacDonald
* Director October 30, 1995
____________________________________
William J. Raggio
* Director October 30, 1995
____________________________________
Charles L. Ruthe
</TABLE>
*By /s/ Anthony M. Marlon, M.D.
____________________________
Anthony M. Marlon, M.D.
As Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
EXHIBIT DESCRIPTION SEQUENTIALLY
NO. ----------- NUMBERED PAGE
------- -------------
<C> <S> <C>
*2.1 Agreement and Plan of Merger, dated as of June 12, 1995, among the
registrant, Health Acquisition Corp. and CII Financial, Inc.
3.1 Articles of Incorporation, together with amendments thereto to date,
incorporated by reference to Exhibit 3 to the registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1990.
3.2 Certificate of Division of Shares into Smaller Denominations of the
registrant, incorporated by reference to Exhibit 3.3 to the registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
3.3 Amended and Restated By-laws of the registrant, incorporated by reference
to Exhibit 3.3 to the registrant's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994.
3.4 Rights Agreement, dated as of June 14, 1994, between the registrant and
Continental Stock Transfer & Trust Company, incorporated by reference to
Exhibit 11 to the registrant's Registration Statement on Form 8-A
effective September 19, 1994 (File No. 1-8865).
4.1 Specimen Common Stock Certificate, incorporated by reference to Exhibit
4(e) to the registrant's Registration Statement on Form S-8 as filed and
effective on August 5, 1994 (Reg. No. 33-82474).
*4.2 Indenture, dated as of September 15, 1991, between CII Financial, Inc.,
and Chemical Trust Company of California, as successor to Manufacturers
Hanover Trust Company, as Trustee.
**4.3 Form of Indenture Supplemental, dated as of October 31, 1995, among the
registrant, CII Financial, Inc. and Chemical Trust Company of California.
*5.1 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of BDO Seidman, LLP.
*23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
*24.1 Power of Attorney.
*25.1 Statement of Eligibility of Chemical Trust Company of California on Form
T-1.
</TABLE>
- -------
* Previously filed.
** Revised version of exhibit previously filed.
<PAGE>
Exhibit 4.3
- --------------------------------------------------------------------------------
CII FINANCIAL, INC.
SIERRA HEALTH SERVICES, INC.
and
CHEMICAL TRUST COMPANY OF CALIFORNIA,
as Trustee
----------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of October 31, 1995
to
INDENTURE
Dated as of September 15, 1991
----------------------------
7 1/2% Convertible Subordinated Debentures Due 2001
- --------------------------------------------------------------------------------
<PAGE>
First Supplemental Indenture dated as of October 31, 1995, among CII
Financial, Inc., a California corporation (the "Company"), Sierra Health
Services, Inc., a Nevada corporation ("Sierra"), and Chemical Trust Company of
California, a California corporation and successor to Manufacturers Hanover
Trust Company, not in its individual capacity but solely as Trustee (the
"Trustee") under the Indenture (as defined below).
R E C I T A L S
- - - - - - - -
WHEREAS, the Company has duly authorized, executed and delivered to
the Trustee that certain Indenture dated as of September 15, 1991 (the
"Indenture") pursuant to which the Company's 7 1/2% Convertible Subordinated
Debentures Due 2001 (the "Securities") were issued (all capitalized terms used
herein and not otherwise defined shall have the meanings ascribed thereto in the
Indenture);
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated
as of June 12, 1995 among Sierra, Health Acquisition Corp., a California
corporation and a wholly-owned subsidiary of Sierra ("Sierra Subsidiary"), and
the Company, Sierra Subsidiary would merge (the "Merger") with and into the
Company and each outstanding share of Common Stock, stated value $.50 par share,
of the Company (the "CII Common Stock") would be converted into 0.370 of a share
of Common Stock, par value $.005 per share, of Sierra (the "Sierra Common
Stock") as fully described in the Joint Proxy Statement/Prospectus dated
September 19, 1995 of the Company and Sierra;
WHEREAS, in connection with the Merger, the Boards of Directors of the
Company and Sierra have determined that it is in the best interests of the
Company and Sierra to provide that the Securities would be convertible into
Sierra Common Stock instead of CII Common Stock after the consummation of the
Merger pursuant to Section 13.11 of the Indenture;
WHEREAS, the Boards of Directors of Sierra and the Company adopted
Board Resolutions on June 12, 1995 and October 23, 1995, respectively,
authorizing the Company and Sierra, among other things, to enter into a
supplemental indenture to provide for the conversion of the Securities into
Sierra Common Stock after the consummation of the Merger pursuant to Section
13.11 of the Indenture; and
WHEREAS, pursuant to Section 9.1(4) of the Indenture, without the
consent of any Holders, the Company, when authorized by Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Indenture, in order, among
<PAGE>
other purposes, to make provision with respect to the conversion rights of
Holders pursuant to Section 13.11 of the Indenture.
NOW, THEREFORE, the Company and Sierra each covenant and agree with
the Trustee, for the equal and proportionate benefit of those who shall hold the
Securities from time to time, as hereinafter set forth.
ARTICLE 1
Amendments to Indenture
Upon the consummation of the Merger and the execution and delivery of
this First Supplemental Indenture to the Trustee, the Indenture shall be amended
as set forth below.
Section 1.1. Amendments to Article 1 of the Indenture.
----------------------------------------
(a) The following terms defined in Section 1.1 of the Indenture shall
be amended to read in their entirety as follows:
(i) "Board of Directors," when used with respect to the
Company or Sierra, means the board of directors of the Company or Sierra,
respectively, or any duly authorized committee of the board of directors of the
Company or Sierra, respectively.
(ii) "Board Resolution," when used with respect to the
Company or Sierra, means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or Sierra, respectively, to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.
(iii) "Common Stock" includes any stock of any class of Sierra
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding-up of
Sierra and which is not subject to redemption by Sierra. However, subject to the
provisions of Section 13.4, shares issuable on conversion of Securities shall
include only shares of the class designated as Common Stock of Sierra at the
date of the First Supplemental Indenture or shares of any class or classes
resulting from any reclassification thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of Sierra and which are not
subject to redemption by Sierra; provided, that if at any time there shall be
more
2
<PAGE>
than one such resulting class, the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.
(iv) "Subsidiary", when used with respect to the Company or
Sierra, means a corporation more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or Sierra, respectively,
or by one or more other Subsidiaries, or by the Company or Sierra, respectively,
and one or more other Subsidiaries. For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.
(v) "Vice President," when used with respect to the Company,
Sierra or the Trustee, means any vice president so designated by the Board of
Directors of the Company, Sierra or the Trustee, whether or not designated by a
number or a word or words added before or after the title "vice president."
(b) The following terms shall be added to Section 1.1 of the Indenture
in their appropriate alphabetical places:
(i) "First Supplemental Indenture" means the First Supplemental
Indenture, dated as of October 31, 1995, among the Company, Sierra and the
Trustee.
(ii) "Sierra" means Sierra Health Services, Inc., a Nevada
corporation, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor.
(c) Section 1.5(1) shall be amended to insert the words "or Sierra"
immediately after the words "the Company."
(d) Section 1.5(2) shall be amended to delete the period at the end
thereof and to insert ", or" in its place.
(e) The following Section 1.5(3) shall be added at the end of Section
1.5:
"(3) Sierra by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to Sierra addressed to it
at the address of its principal office located at 2724 North Tenaya Way,
Las Vegas, Nevada
3
<PAGE>
89128, or at any other address subsequently furnished in writing to the
Trustee by Sierra."
Section 1.2. Amendments to Article 12 of the Indenture.
-----------------------------------------
(a) Section 12.2(d) shall be amended to delete the words "the
Company" and insert the word "Sierra" in their place.
(b) The fifth line of Section 12.2(g) shall be amended to delete the
words "the Company" and insert the word "Sierra" in their place.
(c) Section 12.2(h) shall be amended to delete the words "the
Company" and insert the word "Sierra" in their place.
Section 1.3. Amendments to Article 13 of the Indenture. The Holder
-----------------------------------------
of each Security then outstanding shall have the right thereafter, during the
period such Security shall be convertible as specified in Article 13 of the
Indenture, to convert such Security only into Sierra Common Stock at a price of
$59.097 per share, subject to adjustment as provided in Article 13, and Article
13 shall be amended as follows:
(a) Throughout Article 13, the words "the Company" shall be deleted
and the word "Sierra" shall be inserted in their place, except:
(i) in the third sentence of the first paragraph of
Section 13.1;
(ii) in the first paragraph of Section 13.2; and
(iii) in the third paragraph of Section 13.2;
in which instances such words shall remain "the Company."
(b) In the first sentence of the second paragraph of Section 13.1,
"$21.866" shall be deleted and "$59.097" shall be inserted in its place.
ARTICLE 2
Miscellaneous Provisions
Section 2.1. Interpretation. This First Supplemental Indenture is a
--------------
supplemental indenture executed pursuant to Section 9.1(4) of the Indenture.
Upon execution, delivery and effectiveness pursuant of this First Supplemental
Indenture, the Indenture shall be modified and amended in accordance with this
First Supplemental
4
<PAGE>
Indenture, and all the terms and conditions of both shall be read together as
though they constitute one instrument, except that, in case of conflict, the
provisions of this First Supplemental Indenture will control. In case of
conflict between the terms and conditions contained in the Securities and those
contained in the Indenture, as modified and amended by this First Supplemental
Indenture, the provisions of the Indenture, as modified and amended by this
First Supplemental Indenture, shall control.
Except as set forth in this First Supplemental Indenture, Sierra will
not assume the Company's obligations with respect to the Securities and will not
guarantee payment of principal, interest or any premium thereon.
Section 2.2. Successors and Assigns. All covenants and agreements in
----------------------
this First Supplemental Indenture by the Company, Sierra or the Trustee, shall
bind and inure to the benefit of their respective successors and assigns.
Section 2.3. Counterparts. This First Supplemental Indenture may be
------------
executed in any number of counterparts, and all such counterparts taken together
shall be deemed to constitute one and the same agreement.
Section 2.4. Title and Section Headings. The Article and the Section
--------------------------
headings herein are for convenience only and shall not affect the construction
hereof.
Section 2.5. Recitals. The recitals contained herein and in the
--------
Securities, as amended hereby, (except the Trustee's certificates of
authentication) shall be taken as the statements of the Company and Sierra, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this First Supplemental
Indenture or of the Securities, as amended hereby.
Section 2.6. Governing Law. This First Supplemental Indenture shall
-------------
be governed by and construed in accordance with the laws of the State of
California.
Section 2.7. Officers' Certificate and Opinion of Counsel. In
--------------------------------------------
accordance with Section 8.1(3) of the Indenture, the Company shall provide the
Trustee with an Officers' Certificate and Opinion of Counsel for the Company, in
forms reasonably acceptable to the Trustee, that the Merger and this First
Supplemental Indenture comply with the provisions of the Indenture and that all
conditions precedent therein relating to the Merger and this First Supplemental
Indenture have been satisfied.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date above written.
CII FINANCIAL, INC.
By:_______________________________
Attest:
___________________________
SIERRA HEALTH SERVICES, INC.
By:_______________________________
Attest:
___________________________
CHEMICAL TRUST COMPANY OF
CALIFORNIA, as Trustee
By:_______________________________
Attest:
___________________________
6
<PAGE>
STATE OF CALIFORNIA )
) SS:
COUNTY OF _________________)
On ________________________, before me, ______________________, a
Notary Public in and for said State, personally appeared _____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
___________________________________
(SEAL)
STATE OF CALIFORNIA )
) SS:
COUNTY OF _________________)
On ________________________, before me, ______________________, a
Notary Public in and for said State, personally appeared _____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
___________________________________
(SEAL)
7
<PAGE>
STATE OF CALIFORNIA )
) SS:
COUNTY OF _________________)
On ________________________, before me, ______________________, a
Notary Public in and for said State, personally appeared _____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
___________________________________
(SEAL)
STATE OF CALIFORNIA )
) SS:
COUNTY OF _________________)
On ________________________, before me, ______________________, a
Notary Public in and for said State, personally appeared _____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
___________________________________
(SEAL)
8
<PAGE>
STATE OF CALIFORNIA )
) SS:
COUNTY OF _________________)
On ________________________, before me, ______________________, a
Notary Public in and for said State, personally appeared _____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
___________________________________
(SEAL)
STATE OF CALIFORNIA )
) SS:
COUNTY OF _________________)
On ________________________, before me, ______________________, a
Notary Public in and for said State, personally appeared _____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
___________________________________
(SEAL)
9
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-effective
Amendment No. 2 to Registration Statement No. 33-60591 of Sierra Health
Services, Inc. on Form S-3 to Registration Statement on Form S-4 of our report
dated February 10, 1995, appearing in the Annual Report on Form 10-K as
amended by the Form 10-K/A of Sierra Health Services, Inc. for the year ended
December 31, 1994 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
October 30, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
CII Financial, Inc.
Pleasanton, California
We hereby consent to the incorporation by reference in this post-effective
Amendment No. 2 on Form S-3 to Registration Statement on Form S-4
(Registration No. 33-60591) of our reports dated February 17, 1995, relating
to the Consolidated Financial Statements and Schedules of CII Financial, Inc.
appearing in the Company's 1994 Annual Report on Form 10-K as amended by its
Form 10-K/A for the year ended December 31, 1994. We also consent to the
incorporation by reference in this post-effective Amendment No. 2 on Form S-3
to Registration Statement on Form S-4 (Registration No. 33-60591) of our
reports dated February 17, 1995, except for Note 16 which is as of June 13,
1995, relating to the Restated Consolidated Financial Statements and Schedules
of CII Financial, Inc.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO Seidman, LLP
Los Angeles, California
October 30, 1995
