SIERRA HEALTH SERVICES INC
SC 13G, 1998-02-13
HOSPITAL & MEDICAL SERVICE PLANS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           SCHEDULE 13G

     Information Statement Pursuant to Rules 13d-1 and 13d-2
            Under the Securities Exchange Act of 1934
                       (Amendment No. 10)*

                   Sierra Health Services, Inc.
                         (Name of Issuer)

                           Common Stock
                  (Title of Class of Securities)

                           826322-10-9
                          (CUSIP Number)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



<PAGE>



                           SCHEDULE 13G

CUSIP No. 826322-10-9

1     NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Anthony M. Marlon, M.D.
- - -----------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 (A) |_|
                                                                        (B) |_|
- - -----------------------------------------------------------------------------
3     SEC USE ONLY

- - -----------------------------------------------------------------------------
4                 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

                          5   SOLE VOTING POWER
   NUMBER OF                  1,820,999 shares of Common Stock at 12/31/97
     SHARES
  BENEFICIALLY            6   SHARED VOTING POWER
    OWNED BY                        -0- at 12/31/97
      EACH
    REPORTING             7   SOLE DISPOSITIVE POWER
     PERSON                       1,820,999 shares of Common Stock at 12/31/97
      WITH
                          8   SHARED DISPOSITIVE POWER
                                                 -0- at 12/31/97

9                    AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING
                     PERSON 1,820,999 shares of Common Stock at 12/31/97

- -------------------------------------------------------------------------------
10      CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (9) EXCLUDES  CERTAIN  SHARES*
        |X| See Item 4 of attached Schedule 13G
- -------------------------------------------------------------------------------
11       PERCENT OF CLASS  REPRESENTED  BY AMOUNT IN ROW (9) 9.9% of outstanding
         class at 12/31/97
- -------------------------------------------------------------------------------
12  TYPE OF REPORTING PERSON*
      IN
- -------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                        2

<PAGE>



Item 1.           (a)     Name of Issuer:

                               Sierra Health Services, Inc.

                      (b)     Address of Issuer's Principal Executive Offices:

                               2724 North Tenaya Way
                               Las Vegas, Nevada  89128

Item 2.           (a)     Name of Person Filing:

                               Anthony M. Marlon, M.D.
                               ("Dr. Marlon")

                      (b)     Address of Principal Business Office or, if none,
                                Residence:

                               2724 North Tenaya Way
                               Las Vegas, Nevada  89128

                      (c)    Citizenship:

                              United States of America

                      (d) Title of Class of Securities:

                               Common Stock, $.005 par value

                       (e) CUSIP Number:

                               826322-10-9

Item             3. This  statement is filed  pursuant to Rule  13d-1(c).  Items
                 3(a) through 3(h) are, therefore, inapplicable.

Item 4.      Ownership

                  (a)      Amount Beneficially Owned:

                           Dr. Marlon  beneficially owned 1,820,999  shares of
                           Common Stock at December 31, 1997.  That number of
                           shares beneficially owned includes 1,724,749 shares
                           held indirectly through a total of six trusts
                           established by Dr. Marlon and his wife, and 1,000
                           shares held indirectly through a limited  partnership
                           (the "Partnership"). Dr. Marlon may be deemed to have
                           or share voting power and/or dispositive power over

                                        3

<PAGE>



                           the shares held by the trusts and, therefore, to have
                           beneficial ownership with respect to such shares. Dr.
                           Marlon,   as   managing   general   partner   of  the
                           Partnership,  has sole voting and  dispositive  power
                           over the shares held by the  Partnership.  Dr. Marlon
                           disclaims  beneficial ownership as to the shares held
                           by the trusts,  other than the 528,660 shares held by
                           the Marlon  Family Trust (a revocable  trust of which
                           he is a trustee).  That number of shares beneficially
                           owned  also  includes   95,250  shares  that  can  be
                           acquired  within 60 days of December 31,  1997,  upon
                           exercise  of   options.   Dr.   Marlon's   beneficial
                           ownership  does not  include  118,292  shares held in
                           four  trusts for the benefit of family  members,  the
                           trustee  of each of which is Erin E.  MacDonald,  and
                           does not include  435,099  shares held by the AMM and
                           RM Family Limited Partnership ("ARFLP"),  the general
                           partner  of which  is a trust  for the  benefit  of a
                           family  member;  the  trustees  of that trust are Ms.
                           MacDonald,  William  Godfrey,  and Jeannine M. Zeller
                           (daughter of Dr.  Marlon).  Dr.  Marlon's  beneficial
                           ownership  also  does  not  include   120,750  shares
                           subject  to stock  options  which  are not  currently
                           exercisable and will not become exercisable within 60
                           days after December 31, 1997.

                  (b)      Percent of Class:

                9.9% of the class of Common Stock outstanding at
                                December 31, 1997

                  (c) Number of shares as to which Dr. Marlon has:

                           (i) sole  power  to  vote  or  to  direct  the  vote:
                               1,820,999  shares of Common Stock at December 31,
                               1997 (See Item 4(a) above.)

                           (ii)  shared power to vote or to direct the vote: -0-
                                 shares of Common Stock at December 31, 1997

                           (iii) sole   power  to   dispose  or  to  direct  the
                                 disposition of:
                               1,820,999  shares of Common Stock at December 31,
                               1997 (See Item 4(a) above.)


                                        4

<PAGE>



                           (iv) shared   power  to  dispose  or  to  direct  the
                                disposition of:
                                 -0- shares of Common Stock at December 31, 1997

Item 5.           Ownership of Five Percent or Less of a Class

                       Not applicable.

Item 6.           Ownership of More than Five Percent on Behalf of Another
                       Person

                       Not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on By the Parent Holding
                  Company

                      Not applicable.

Item 8.           Identification and Classification of Members of the Group

                       Not applicable.

Item 9.           Notice of Dissolution of Group

                       Not applicable.

Item 10.          Certification.

                        Not applicable. This statement is filed pursuant to Rule
                        13d-1(c).


     The filing of this Amendment to Schedule 13G and amendments hereto, and the
statements  herein and therein,  shall not be construed as an admission that any
filing  person or any other  person  named  herein is, for  purposes  of Section
13(d),  13(g), 16(a), or 16(b) under the Exchange Act, or for any other purpose,
the  beneficial  owner of any of the  securities  described  herein or  therein,
except to the extent  that a natural  person is  reported  as having  voting and
dispositive power, and thus beneficial  ownership for purposes of Sections 13(d)
and 13(g), over securities owned directly by such person.



                                        5

<PAGE>


                                   SIGNATURES

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


                             FEBRUARY 12, 1998
                                  Date


                             ANTHONY M. MARLON
                             ANTHONY M. MARLON, M.D.
                                  Name / Title


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