As filed with the Securities and Exchange Commission on May 23, 1996
Registration No. 33-60591
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 4
on
FORM S-3
to
REGISTRATION STATEMENT ON
FORM S-4
Under
THE SECURITIES ACT OF 1933
SIERRA HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation or organization)
88-0200415
(I.R.S. Employer Identification Number)
6324
(Primary Standard Industrial
Classification Code Number)
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)
Copy to:
Stephen P. Farrell, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
<PAGE>
Approximate date of commencement of proposed sale to
the public: As soon as practicable after the effective date of
this Registration Statement.
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.
<PAGE>
PROSPECTUS
26,640 Shares
SIERRA HEALTH SERVICES, INC.
Common Stock
This Prospectus relates to the offer and sale of up to 26,640 shares (the
"Shares") of Common Stock of Sierra Health Services, Inc. ("Sierra"), par value
$0.005 per share (the "Sierra Common Stock"), purchasable upon the exercise of
certain outstanding options (the "Options") issued pursuant to CII Financial,
Inc.'s ("CII's") 1993 Employee Stock Incentive Plan (the "1993 Plan") and
subsequently transferred to the selling stockholder named in this Prospectus
(the "Selling Stockholder") and assumed by Sierra and the resale of such Shares
from time to time by and for the account of the Selling Stockholder.
See "Selling Stockholder."
The Selling Stockholder and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), and any
commission or profit on the resale of shares received by such broker-dealers may
be deemed to be underwriting commissions and discounts under the Securities Act.
Upon Sierra's being notified by the Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
through a secondary distribution, or a purchase by a broker or dealer, a
supplemental Prospectus will be filed, if required, disclosing among other
things the names of any such broker-dealer, the number of shares involved, the
price at which such shares are being sold and the commissions paid or the
discounts or concessions allowed to any such broker-dealer.
The Sierra Common Stock is listed on the New York Stock Exchange (Symbol:
"SIE"). On May 22, 1996, the last sale price of the Sierra Common Stock as
reported on the New York Stock Exchange Composite Tape was $33.75 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 , 1996.
<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, 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,
Citicorp 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-4 (the "Registration
Statement") and an amendment to it on Form S-3 under 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 such amendment and
reference is hereby made thereto 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, 1995
filed pursuant to Section 13(a) or 15(d) of the Exchange Act filed with the
Commission on April 1, 1996 (the "Sierra 10-K").
2. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996 filed with the Commission on May 15, 1996.
3. Current Report on Form 8-K filed pursuant to Section 13 or 15(d) of the
Exchange Act filed with the Commission on March 4, 1996.
4. 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, 1995.
5. 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.
6. 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.
2
<PAGE>
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 organization that provides and administers
the delivery of comprehensive health care and workers' compensation 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 and workers'
compensation products to employer groups and individuals. Sierra's broad range
of managed health care services is provided through its federally qualified
health maintenance organizations ("HMOs"), insurance companies, 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 and workers' compensation product lines are also offered. Sierra's
primary types of health care coverage are HMO plans, HMO Point of Service
("POS") plans and managed indemnity plans, which include a preferred provider
organization option. The POS products allow members to choose one of the other
coverage options when medical services are required instead of one plan for the
entire year.
On October 31, 1995, Sierra acquired CII, a workers' compensation insurance
holding company, in a merger transaction in which each outstanding share of CII
Common Stock, stated value $.50 per share ("CII Common Stock"), was converted
into 0.37 of a share of the Sierra Common Stock (the "Merger"). In connection
with the Merger, each outstanding option to purchase shares of CII Common Stock
issued pursuant to various CII option plans, including the 1993 Plan, whether
vested or unvested, was assumed by Sierra. See "Description of Options."
CII writes workers' compensation insurance in the states of California,
Colorado, Kansas, Nebraska, New Mexico and Utah. Sierra has licenses in 21
states and the District of Columbia. California and Colorado represent
approximately 84% and 13%, respectively, of CII's fully insured workers'
compensation insurance premiums in 1995.
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.
USE OF PROCEEDS
The proceeds received by Sierra upon exercise of the Options will be used
for general corporate purposes. Sierra will not receive any of the proceeds from
the resale of the Shares by the Selling Stockholder.
3
<PAGE>
DESCRIPTION OF OPTIONS
Pursuant to Section 5.7 of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of June 12, 1995, whereby CII was acquired by Sierra,
Sierra assumed outstanding options under various CII option plans, including the
1993 Plan. Because Sierra will not issue new options or awards under the plans,
in effect Sierra assumed the obligation to deliver shares upon the valid
exercise of options outstanding under such plans at the time of the Merger.
The option granted pursuant to each option agreement now represents the
right to purchase shares of the Sierra Common Stock, rather than shares of CII's
Common Stock, at an exercise price per share equal to the exercise price per
share of such option at the time of the Merger, determined as set forth in each
such option agreement, divided at the time of the Merger by .37. Under this
formula the aggregate exercise price of the option remains unchanged. However,
because the number of shares of common stock that may be purchased by exercise
of the option is reduced as compared to the number of shares of CII Common Stock
formerly purchasable by exercise of the option, the corresponding exercise price
per share increased. As provided in Section 5.7 and otherwise in the Merger
Agreement, the number of shares of Sierra Common Stock that may be acquired upon
exercise of an outstanding option under each option agreement equals .37 of a
share of Sierra Common Stock for each share of CII Common Stock formerly subject
to such option. The number of shares issuable under such option is subject to
adjustment in the event of a stock split, stock dividend, or certain
extraordinary events affecting the Shares.
At the time of the Merger, the total number of shares of Sierra Common
Stock reserved and available for issuance to participants in connection with
awards under various CII option plans was 536,713, which includes the 26,640
shares covered by this Prospectus and registered by Sierra on a Post-Effective
Amendment on Form S-3 to the Registration Statement. The Options, which can be
exercised to purchase such 26,640 shares, were transferred to the Selling
Stockholder in December 1994. Options to purchase 23,680 shares and 2,960 shares
expire on May 18, 2003 and November 12, 2013, respectively, and are exercisable
at $15.54 per share and $17.57 per share, respectively.
Shares acquired under the 1993 Plan should not be resold by the Selling
Stockholder or other person if then in possession of material, non-public,
adverse information about Sierra. In addition, any person who receives shares
pursuant to the 1993 Plan may be deemed to be an "underwriter" within the
meaning of Rule 145 under the Securities Act and, therefore, restricted from
selling, assigning or transferring such shares unless such transaction complies
with Rules 144 and 145 under the Securities Act, or is covered by an effective
registration statement filed with the Commission under the Securities Act.
Persons who are deemed "affiliates" of Sierra must resell shares of Sierra
Common Stock acquired under the 1993 Plan in compliance with Rule 144, or in a
transaction covered by an effective registration statement filed with the
Commission under the Securities Act.
The grant of the Options under the 1993 Plan created no income tax
consequences for the optionee or Sierra. Upon exercise of an option, the
optionee must generally recognize ordinary income equal to the fair market value
of the Sierra Common Stock acquired on the date of exercise minus the exercise
price, and Sierra will be entitled to a deduction equal to the amount recognized
as ordinary income by the optionee. The optionee to which the Options were
originally granted may remain subject to such federal income taxation despite
his transfer of the Options to the Selling Stockholder. A sale of shares
acquired upon the exercise of an option generally will result in short-term or
long-term capital gain or loss measured by the difference between the sale price
and the optionee's tax basis (generally, the exercise price plus the amount
recognized as ordinary income) in such shares. There will be no tax consequences
to Sierra from a sale of option shares.
The 1993 Plan is not qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended, and is not subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended.
4
<PAGE>
SELLING STOCKHOLDER
The Shares offered hereby may be resold by the Selling Stockholder.
The following table and text show each material relationship between the
Selling Stockholder and CII or its affiliates within the past three years, the
number of shares of the outstanding Sierra Common Stock owned by the Selling
Stockholder as of April 30, 1996; including the number of such Shares subject to
existing rights and options granted under the 1993 Plan, the number of such
Shares which may be sold for the account of the Selling Stockholder, and the
number of such shares that will be owned by the Selling Stockholder assuming the
sale of all the Shares offered hereby. The Selling Stockholder did not own as of
April 30, 1996, nor will he own as of the completion of this offering (unless
additional shares are purchased by the Selling Stockholder), one percent or more
of the outstanding Sierra Common Stock.
<TABLE>
<CAPTION>
Number of Number of
Shares Owned Shares Which Shares Owned
Selling Stockholder Before Sale May be Sold After Sale
<S> <C> <C> <C>
The Havlick Family 35,690 26,640 9,050
Grandchildren's Trust
</TABLE>
The trustee of The Havlick Family Grandchildren's Trust is Lee W. Spitler,
Jr. During the three years prior to Sierra's acquisition of CII in October 1995,
Mr. Spitler was Senior Vice President and Treasurer of CII. Upon the
consummation of the acquisition, Mr. Spitler was elected to CII's Board of
Directors and in February 1996 he was appointed President of CII.
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus will be issued by Sierra upon
exercise of the Options. The Shares may be resold by the Selling Stockholder or
by its pledgees, donees, transferees or other successors in interest. Such
resales may be made on one or more exchanges or in the over-the-counter market,
or otherwise at prices and at terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. The Shares may be
resold by one or more of the following methods, without limitation: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; (d) an exchange distribution in accordance with the rules of such
exchange; and (e) face-to- face transactions between sellers and purchasers
without a broker-dealer. In effecting sales, brokers or dealers engaged by the
Selling Stockholder may arrange for other brokers or dealers to participate.
Brokers or dealers may receive commissions or discounts from the Selling
Stockholder in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales.
Upon Sierra's being notified by the Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a secondary distribution, or a purchase by a broker or dealer, a
supplement to the Prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (a) the name of such Selling Stockholder
and the participating broker-dealers, (b) the number of Shares involved, (c) the
price at which such Shares are being sold, (d) the commissions paid or the
discounts or concessions allowed to such broker-dealers, (e) where applicable,
that such broker-dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
5
<PAGE>
In addition to any such number of Shares resold hereunder, the Selling
Stockholder may, at the same time, sell any shares of Sierra Common Stock,
including the Shares, owned by him or her in compliance with Rules 144 and 145
under the Securities Act, regardless of whether such shares are covered by this
Prospectus.
There is no assurance that the Selling Stockholder will resell any or all
of the Shares offered hereby.
Sierra will pay all expenses in connection with the primary offering of the
Shares, other than commission and discounts of underwriters, dealers or agents.
VALIDITY OF SECURITIES
The validity of the issuance of the Shares has been passed upon by Morgan,
Lewis & Bockius LLP, Los Angeles, California.
EXPERTS
The Consolidated Financial Statements of Sierra Health Services, Inc. as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 incorporated in this Prospectus by reference from the Sierra
10-K 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 Sierra Health Services, Inc. give
retroactive effect to the Merger, which has been accounted for as a pooling of
interests. Deloitte & Touche LLP did not audit the Consolidated Financial
Statements of CII Financial, Inc. as of December 31, 1994 and for the years
ended December 31, 1994 and 1993 incorporated in this Prospectus by reference
from the Sierra 10-K. The Consolidated Financial Statements of CII Financial,
Inc. as of December 31, 1994 and for the years ended December 31, 1994 and 1993
have been audited by BDO Seidman, LLP, independent certified public accountants,
as stated in their report, which is incorporated herein by reference and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
6
<PAGE>
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.
SEC Registration Fee.................................. Previously Paid
New York Stock Exchange Additional Listing Fee........ Previously Paid
Printing and Engraving Costs.......................... $ 500.00
Legal Fees and Expenses............................... 6,000.00
Accounting Fees and Expenses.......................... 4,000.00
Miscellaneous......................................... 1,000.00
-----------------
Total................................................. $ 11,500.00
================
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.
Item 16. Exhibits
Exhibit
Number Description
*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 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.
4.1 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.
4.2 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).
*5.1 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of BDO Seidman, LLP.
II-1
<PAGE>
*23.3 Consent of Morgan, Lewis & Bockius (included in Exhibit 5.1).
*24.1 Power of Attorney.
* Previously filed.
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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(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) above do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant 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
Registrant'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.
II-2
<PAGE>
(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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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. 4 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 23rd day of May, 1996.
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.
Signature Capacity in Which Signed Date
/s/ ANTHONY M. MARLON, M.D.
_______________________
Anthony M. Marlon, M.D. Chief Executive Officer and
Chairman of the Board (Principal
Executive Officer) May 23, 1996
*
___________________________
James L. Starr Vice President of Finance, Chief
Financial Officer, and Treasurer
(Principal Financial and
Accounting Officer) May 23, 1996
___________________________
Thomas Y. Hartley Director
*
___________________________
Erin E. MacDonald Director May 23, 1996
*
___________________________
William J. Raggio Director May 23, 1996
*
___________________________
Charles L. Ruthe Director May 23, 1996
*By /s/ Anthony M. Marlon, M.D.
___________________________
Anthony M. Marlon, M.D.
As Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
*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 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.
4.1 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.
4.2 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).
*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 (included in Exhibit 5.1).
*24.1 Power of Attorney.
*Previously filed.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 4 on Form S-3 to Registration Statement No. 33-60591 of Sierra
Health Services, Inc. on Form S-4 of our report dated February 28, 1996,
appearing in the Annual Report on Form 10-K of Sierra Health Services, Inc. for
the year ended December 31, 1995, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
May 22, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 4 on Form S-3 to Registration Statement No. 33-60591 of Sierra
Health Services, Inc. on Form S-4 of our report dated February 17, 1995, except
for Note 16 which is as of June 13, 1995 with respect to the financial
statements of CII Financial, Inc. and its subsidiaries for the year ended
December 31, 1994, appearing in the Annual Report on Form 10-K of Sierra Health
Services, Inc. for the year ended December 31, 1995 and to the reference to us
under the heading "Experts" in the Prospectus which is part of such Registration
Statement.
BDO SEIDMAN, LLP
Los Angeles, California
May 22, 1996
<PAGE>
