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This Prospectus is filed under
Rule 424(b)(2) and relates to
Registration Statement No. 33-59187.
PROSPECTUS
__________
700,000 SHARES
SIERRA HEALTH SERVICES, INC.
COMMON STOCK
________________________
This Prospectus covers 700,000 shares of Common Stock, $.005 par
value, which may be offered, issued and sold by Sierra Health Services, Inc.
(the "Company") from time to time in connection with the acquisition by the
Company of other businesses or properties, and which shares may be reserved
for issuance pursuant to, or offered, issued and sold upon exercise or
conversion of, warrants, options, convertible debt obligations or equity
securities or other similar instruments issued by the Company from
time to time in connection with any such acquisition.
It is expected that the terms of acquisitions involving the issuance
of securities covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the businesses or
properties to be acquired by the Company, and that the shares of Common
Stock issued will be valued at prices reasonably related to quoted
market prices either at the time the terms of an acquisition are agreed
upon or at or about the time of delivery of such shares. No
underwriting discounts or commissions will be paid, although finders'
fees may be paid from time to time with respect to specific
acquisitions. Any person receiving any such fees may be deemed to be an
underwriter within the meaning of the Securities Act of 1933, as amended
(the "Act").
The shares of Common Stock issued in connection with such
acquisitions may be resold by the recipients thereof. See "Outstanding
Securities Covered by this Prospectus" for information relating to
resales pursuant to this Prospectus of shares of Common Stock issued
under this Registration.
The Common Stock of the Company is listed for trading on the New York
Stock Exchange. On May 2, 1995 the last reported sale price for the
Common Stock on that Exchange was $26.625 per share.
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All expenses of this offering will be paid by the Company. The term
"Company" refers to Sierra Health Services, Inc., a Nevada corporation,
and its subsidiaries, affiliates and predecessors, unless the context
requires otherwise. The executive offices of the Company are located at
2724 North Tenaya Way, Las Vegas, Nevada 89128. The telephone number is
(702) 242-7000.
________________________________
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 May 17, 1995.
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THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE
UPON REQUEST FROM SIERRA HEALTH SERVICES, INC., 2724 NORTH TENAYA WAY,
LAS VEGAS, NEVADA 89128 (TELEPHONE NUMBER (702) 242-7000) ATTENTION:
SECRETARY. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE BY A DATE WHICH IS FIVE BUSINESS DAYS PRIOR TO
THE DATE ON WHICH THE FINAL INVESTMENT DECISION MUST BE MADE. SEE
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
_________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its
Regional Offices located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material
can be obtained at prescribed rates from the Public Reference Section of
the Commission, Room 1024, 450 Fifth Street, N.W. Plaza,
Washington, D.C. 20549. In addition, such reports and proxy statements
can be inspected at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 1994; and
2. The description of the Company's Common Stock (including certain
preferred share purchase rights) registered under the Exchange Act
contained in the Company's Registration Statements on Form 8-A as
filed with the Commission on March 31, and July 1, 1994, including
any amendments or reports filed for the purpose of updating such
description.
All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be
incorporated herein by reference. Any statement contained herein or in
a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein or in
the Prospectus Supplement modifies or supersedes such statement. Any
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such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of
such person, a copy of any and all of the information that has been or
may be incorporated by reference in this Prospectus (not including
exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Written requests for
such copies should be directed to Sierra Health Services, Inc., 2724
North Tenaya Way, Las Vegas, Nevada 89128, Attention: Secretary.
Telephone requests may be directed to the Secretary at (702) 242-7189.
THE COMPANY
The Company 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. The Company's strategy has
been to develop and offer a portfolio of managed health care products to
employer groups and individuals. The Company's broad range of managed
health care services is provided through its federally qualified health
maintenance organization ("HMO"), 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 the Company's managed health care
product lines are also offered.
The Company's primary types of coverage are an HMO plan and a managed
indemnity plan, which includes a preferred provider organization ("PPO")
option. In 1994, the Company 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.
The Company, a Nevada corporation, has principal executive offices at
2724 North Tenaya Way, Las Vegas, Nevada 89128 and its telephone number
is (702) 242-7000.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock of the Company
which may be offered, issued and sold by the Company from time to time
in connection with the acquisition of other businesses or properties,
and upon exercise or conversion of, warrants, options, convertible
debt obligations or equity securities or other similar instruments issued
by the Company from time to time in connection with any such acquisition.
Other than the businesses or properties acquired, there will be no proceeds
to the Company from these offerings.
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus, as appropriately amended or supplemented, may be
used from time to time by persons who have received shares of Common
Stock covered by the Registration Statement in acquisitions of
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businesses or properties by the Company, or their transferees, and who
wish to offer and sell such shares (such persons are herein referred to
as the "Selling Stockholder" or "Selling Stockholders") in transactions
in which they and any broker-dealer through whom such shares are sold
may be deemed to be underwriters within the meaning of the Act. The
Company intends to attempt to contract with the Selling Stockholders to
restrict the transfer or resale of all or a portion of such Shares for a
given period of time or to permit the transfer or sale thereof only with
the prior written consent of the Company. The Company may consent to
the use of this Prospectus for a limited period of time by the Selling
Stockholders, subject to limitations and conditions which may be varied
by agreement between the Company and the Selling Stockholders.
The Company will receive none of the proceeds from any such
sales. Any commissions paid or concessions allowed to any broker-
dealer, and, if any broker-dealer purchases such shares as principal,
any profits received on the resale of such shares, may be deemed to be
underwriting discounts and commissions under the Act. Printing, certain
legal, filing and other similar expenses of this offering will be paid
by the Company. Selling Stockholders will bear all other expenses of
this offering, including any brokerage fees, underwriting discounts or
commissions.
There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the shares as described
herein. Upon the Company's being notified by a Selling Stockholder that
any material arrangement has been entered into with a broker-dealer for
the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution, a supplemented Prospectus will
be filed, pursuant to Rule 424(b) under the Act, setting forth (i) the
name of each Selling Stockholder and of the participating broker-
dealer(s), (ii) the number of shares involved, (iii) the price at which
such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that
such broker-dealer(s) did not conduct any investigation to verify the
information set out in this Prospectus and (vi) other facts material to
the transaction.
Selling Stockholders may sell the shares being offered hereby
from time to time in transactions (which may involve crosses and block
transactions) on the New York Stock Exchange or such other securities
exchange on which the Company's Common Stock may be listed, in
negotiated transactions or otherwise, at market prices prevailing at the
time of sale or at negotiated prices. Selling Stockholders may sell
some or all of the shares in transactions involving broker-dealers, who
may act solely as agent and/or may acquire shares as principal. Broker-
dealers participating in such transactions as agent may receive
commissions from Selling Stockholders (and, if they act as agent for the
purchaser of such shares, from such purchaser), such commissions
computed in appropriate cases in accordance with the applicable rules of
the New York Stock Exchange or such other securities exchange on which
the Company's Common Stock may be listed, which commissions may be
negotiated rates where permissible under such rules. Participating
broker-dealers may agree with Selling Stockholders to sell a specified
number of shares at a stipulated price per share and, to the extent such
broker-dealer is unable to do so acting as agent for Selling
Stockholders, to purchase as principal any unsold shares at the price
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required to fulfill the broker-dealer's commitment to Selling
Stockholders.
In addition or alternatively, Shares may be sold by Selling
Stockholders and/or by or through other broker-dealers in special
offerings, exchange distributions or secondary distributions pursuant to
and in compliance with the governing rules of the New York Stock
Exchange or such other securities exchange on which the Company's Common
Stock may be listed, and in connection therewith, commissions in excess
of the customary commission prescribed by the rules of such securities
exchange may be paid to participating broker-dealers, or, in the case of
certain secondary distributions, a discount or concession from the
offering price may be allowed to participating broker-dealers in excess
of such customary commission. Broker-dealers who acquire shares as
principal thereafter may resell such shares from time to time in
transactions (which may involve crosses and block transactions and which
may involve sales to and through other broker-dealers, including
transactions of the nature described in the preceding two sentences) on
the New York Stock Exchange or such other securities exchange on which
the Company's Common Stock may be listed, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and, in connection with such resales, may pay to or
receive commissions from the purchasers of such shares.
The Company may agree to indemnify each Selling Stockholder as an
underwriter under the Act against certain liabilities, including
liabilities arising under the Act. Each Selling Stockholder may
indemnify any broker-dealer that participates in transactions involving
sales of the shares against certain liabilities, including liabilities
arising under the Act.
DESCRIPTION OF COMMON STOCK
GENERAL
The authorized capital stock of the Company 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
Common Stock, par value $0.005 per share. As of March 31, 1995, there
were 14,716,984 shares of Common Stock issued and outstanding
(excluding treasury shares). No Series A Preferred Shares are issued and
outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share held of
record on matters to be voted upon by the stockholders, except in the
case of an election of directors where cumulative voting is invoked.
Holders of 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 the Company legally
available for distribution to its stockholders in the event of
liquidation, dissolution or winding-up of the Company, subject to
preferences that may be applicable to any shares of the Company's
preferred stock then outstanding.
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Pursuant to the Company's Shareholder Rights Plan, as described below,
one right is attached to each share of Common Stock, entitling the
holder to purchase one one-hundredth of a Series A Preferred Share upon
the occurrence of certain events.
Holders of Common Stock have no subscription, redemption or conversion
rights. Because the 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
the Company's Shareholder Rights Plan described below, the Company 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 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 Common Stock of the Company. Holders of Series A
Preferred Shares are not entitled to any preemptive rights.
The rights of holders of 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 the Company'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 the
Company without further action by the stockholders and may discourage
bids for the 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 Common Stock. Under certain
circumstances, the issuance of Series A Preferred Shares could adversely
affect the market price of the Common Stock. The Company is not aware of
any threatened transaction to obtain control of the Company.
SHAREHOLDER RIGHTS PLAN
On June 14, 1994, the Board of Directors of the Company authorized and
declared a dividend distribution of one right (a "Right") for each share
of Common Stock of the Company. The Rights were distributed to the
holders of record of Common Stock as of the close of business on
June 30, 1994. Each Right entitles the registered holder to purchase
from the Company 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 the Company and Continental
Stock Transfer & Trust Company, as Rights Agent, filed as an exhibit to
the Company'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 Documents by Reference."
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company'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 the Company 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 Common Stock.
NEW YORK STOCK EXCHANGE LISTING
The Company'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 the Company's Common Stock.
VALIDITY OF SECURITIES
The validity of the Securities offered will be passed upon for the
Company and the Selling Stockholders by Morgan, Lewis & Bockius, Los
Angeles, California.
EXPERTS
The Consolidated Financial Statements as of December 31, 1993 and 1994
and for each of the three years in the period ended December 31, 1994
incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 have
been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report which is incorporated by reference herein, and has
been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
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================================= ================================
NO PERSON IS AUTHORIZED TO
GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS NOT
CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH
I N F O R M A T I O N O R
REPRESENTATIONS MUST NOT BE 700,000 SHARES
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY,
ANY SELLING STOCKHOLDERS OR SIERRA HEALTH SERVICES, INC.
ANY UNDERWRITER, AGENT OR
DEALER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO COMMON STOCK
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 PROSPECTUS
PERSON WHERE SUCH AN OFFER
WOULD BE UNLAWFUL. ___________________
TABLE OF CONTENTS PAGE
____
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE 2
THE COMPANY 3
USE OF PROCEEDS 3
OUTSTANDING SECURITIES
COVERED BY THIS PROSPECTUS 3
DESCRIPTION OF COMMON STOCK 4
VALIDITY OF SECURITIES 6
EXPERTS 6 MAY 17, 1995
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