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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 17, 1999
SIERRA HEALTH SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 1-8865 88-0200415
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2724 North Tenaya Way
Las Vegas, Nevada 89128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 242-7000
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Item 5. Other Events
The following discussion contains certain cautionary statements regarding Sierra
Health Services, Inc.'s ("Sierra" or the "Company") business and results of
operations, which should be considered by the Company's stockholders. This
discussion is intended to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. The following factors should
be considered in conjunction with any discussion of operations or results by the
Company, or its representatives, including any forward-looking discussion, as
well as comments contained in press releases, presentations to securities
analysts or investors, and all other communications by the Company or its
representatives.
In making these statements, the Company is not undertaking to address or update
each factor in future filings or communications regarding the Company's business
or results, and is not undertaking to address how any of these factors may have
caused changes to discussions or information contained in previous filings or
communications. In addition, any of the matters discussed below may have
affected the Company's past results and may affect future results, so that the
Company's actual results may differ materially from those expressed herein and
in prior or subsequent communications.
Risks Associated with Government Contracts. In June 1996, the Department of
Defense ("DOD") awarded a triple-option health benefits ("TRICARE") managed care
support contract to TriWest Healthcare Alliance ("TriWest"), a consortium
consisting of Sierra and 13 other health care companies, to provide health
services to Regions 7 and 8, which include a total of 16 states. In April 1997,
TriWest began providing health care to approximately 700,000 individuals, of
which Sierra is responsible for providing care to approximately 93,000
beneficiaries in Nevada and Missouri. During the third quarter of 1997, Sierra
Military Health Services, Inc. ("SMHS"), a wholly owned subsidiary of the
Company, was notified that it had been awarded a multi-year TRICARE managed care
support contract by the Department of Defense to serve TRICARE eligible
beneficiaries in Region 1. This region includes approximately 606,000 TRICARE
beneficiaries in 13 northeastern states and the District of Columbia. SMHS began
health care delivery under this contract on June 1, 1998. SMHS subcontracts for
health care delivery, including some of the risk, for parts of the TRICARE
contract. TRICARE contracts are generally issued at low profit margins. There
can be no assurance that health care expenses or administrative expenses will
not exceed contractual levels, which could have a material adverse effect on the
Company's results of operations and financial condition.
As of December 31, 1998, approximately $34 million of a $69.6 million receivable
from the federal government is associated with monies owed to SMHS as a result
of providing health care services for a larger beneficiary population than was
estimated in the contract bid. SMHS expects to receive the amount at the
completion of the first bid price adjustment ("BPA"). SMHS receives monthly cash
payments equivalent to one-twelfth of its annual contractual price with the DOD
and accrues health care revenue on a monthly basis for any monies owed above its
monthly cash receipt based on the number of at-risk eligible beneficiaries. The
BPA process serves to adjust the DOD's monthly payments to SMHS, because such
payments are based in part on 1996 DOD estimates for beneficiary population,
beneficiary population baseline health care cost, inflation and military direct
care system utilization. As actual information is made available for the above
items, quarterly adjustments are made to SMHS' monthly health care payment in
addition to a lump sum adjustment for past months. SMHS accrues for such
adjustments on a monthly basis as actual information is made available. The
first such adjustment did not occur as scheduled on February 28, 1999 (SMHS
anticipates DOD delays of up to 6 months.) If the reimbursement timing or amount
of the BPA varies significantly from the Company's estimate, there could be a
material adverse effect on the Company's results from operations and cash flows.
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Potential Adverse Impact of Government Regulation. The health care industry in
general, health maintenance organizations ("HMOs") and health insurance
companies in particular, are subject to substantial federal and state government
regulation, including, but not limited to, regulation relating to cash reserves,
minimum net worth, licensing requirements, approval of policy language and
benefits, claims payment practices, mandatory products and benefits, provider
compensation arrangements, premium rates and periodic examinations by state and
federal agencies. As a result, a portion of the Company's HMOs' and insurance
companies' cash is essentially restricted by various state regulatory or other
requirements limiting certain of the Company's subsidiaries' cash to use within
their current operations as a result of minimum capital requirements. State and
federal government authorities are continually considering changes to laws and
regulations applicable to the Company and its subsidiaries. Many states in which
the Company operates are currently considering regulation relating to mandatory
benefits, provider compensation, disclosure and composition of physician
networks. The Company conducts operations, and is subject to state regulation,
in the following jurisdictions: Arizona, California, Colorado, Iowa, Kansas,
Louisiana, Mississippi, Missouri, Nebraska, Nevada, New Mexico, Pennsylvania,
South Carolina, Texas, and Utah. In addition, the Company is licensed, and may
be subject to state regulation, in several other states in which it is currently
not doing business.
In addition to applicable laws and regulations, the Company is subject to
various audits, investigations and enforcement actions. These include possible
government actions relating to the federal Employee Retirement Income Security
Act, which regulates insured and self-insured health coverage plans offered by
employers, the Federal Employees Health Benefit Plan, federal and state fraud
and abuse laws, and laws relating to utilization management and the delivery of
health care and the timeliness of payment or reimbursement therefore. Any such
government action could result in assessment of damages, civil or criminal fines
or penalties, or other sanctions, including exclusion from participation in
government programs. In addition, disclosure of any adverse investigation or
audit results or sanctions could negatively affect the Company's reputation in
various markets and make it more difficult for the Company to sell its products
and services.
Under the "corporate practice of medicine" doctrine, in most states, business
organizations, other than those authorized to do so, are prohibited from
providing, or holding themselves out as providers of, medical care. Some states,
including Nevada, exempt HMOs from this doctrine. The laws relating to this
doctrine are subject to numerous conflicting interpretations. Although the
Company seeks to structure its operations to comply with corporate practice of
medicine laws in all states in which it operates, there can be no assurance
that, given the varying and uncertain interpretations of those laws, the Company
would be found to be in compliance with those laws in all states. A
determination that the Company is not in compliance with applicable corporate
practice of medicine laws in any state in which it operates could have a
material adverse effect on the Company if it were unable to restructure its
operations to comply with the laws of that state.
Risk of Adverse Effect of Health Care Reform. As a result of the continued
escalation of health care costs and the inability of many individuals to obtain
health care insurance, numerous proposals relating to health care reform have
been or may be introduced in the United States Congress and state legislatures.
Any proposals affecting underwriting practices, limiting rate increases,
requiring new or additional benefits or affecting contracting arrangements
(including proposals to require HMOs and preferred provider organizations
("PPOs") to accept any health care providers willing to abide by an HMO's or
PPO's contract terms) may make it more difficult for the Company to control
medical costs and could have a material adverse effect on the Company's
business.
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Potential Inability to Manage or Predict Future Health Care Costs. Much of the
Company's medical premium revenue is determined in advance of the actual
delivery of services and incurrence of the related costs. The Company's
profitability will continue to be dependent, in large part, on its ability to
predict and maintain effective management over health care costs through, among
other things, appropriate benefit design, utilization review and case management
programs and its contracting arrangements with providers while providing members
with quality health care. Factors such as utilization, new technologies and
changing health care practices, hospital costs, pharmacy costs, inflation,
epidemics, new mandated benefits or additional regulations, inability to
establish acceptable contracting arrangements with providers and numerous other
factors may affect the Company's ability to manage such costs. There can be no
assurance that the Company will be successful in predicting or mitigating the
effect of any of these factors.
Medical costs payable reflected in the Company's financial statements include
reserves for incurred but not reported claims ("IBNR") which are estimated by
the Company. The Company estimates the amount of such reserves using standard
actuarial methodologies based upon historical data including the average
interval between the date services are rendered and the date claims are paid,
expected medical cost inflation and utilization, seasonality patterns and
fluctuations in membership. The Company believes that its reserves for IBNR have
been fairly estimated. However, the Company's growth, changes in utilization
costs and change in claims payment patterns affect its ability to rely on
historical information in making IBNR reserve estimates. There can be no
assurance as to the ultimate accuracy or completeness of such estimates or that
adjustments to reserves will not cause volatility in the Company's results of
operations.
Pharmaceutical Costs. The costs of pharmaceutical products and services are
increasing faster than the costs of other medical products and services. Thus,
the Company's HMOs/PPOs face ever higher pharmaceutical expenses. Although the
Company attempts to effectively manage the pharmacy costs for the Company's
HMOs/PPOs, there can be no assurances that the Company will be able to do so in
the face of rapidly rising prices. Also, statutory and regulatory changes may
significantly alter the Company's ability to manage pharmaceutical costs through
restricted formularies of products available to the Company's health plan
members.
Possible Volatility of Common Stock Price. Recently, there has been significant
volatility in the market prices of securities of companies in the health care
industry, including the price of the Sierra Common Stock. Many factors,
including medical cost increases, research analysts' comments, announcements of
new legislative and regulatory proposals or laws relating to health care reform,
the performance of, and investor expectations for, the Company, the trading
volume of the Sierra Common Stock, litigation, and general economic and market
conditions, will influence the trading price of Sierra Common Stock.
Accordingly, there can be no assurance as to the price at which Sierra's Common
Stock will trade in the future.
No Dividends. The Company has not paid or declared any cash dividends on the
Sierra Common Stock since inception and the Company anticipates that future
earnings will be retained to finance the continuing development of its business
for the foreseeable future.
Lack of Control Over Premium Structure; Lack of Control Over and
Unpredictability of Medical Costs. A substantial amount of the Company's
revenues are generated by premiums, including capitation payments from the
Health Care Financing Administration ("HCFA"), which represent fixed monthly
payments for each person enrolled in the Company's plans. If the Company is
unable to obtain adequate premiums because of competitive or regulatory
considerations, the Company could incur decreased margins or significant losses.
Because a significant portion of the Company's premium revenues are paid by the
federal
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government in connection with the Medicare program, to the extent Medicare
premium rates do not keep pace with rising medical costs, the Company's
profitability could be materially adversely affected. Historically, these rates
have been subject to wide variations from year to year and have decreased in
certain years. The Company's Medicare programs are subject to certain risks
relative to commercial programs, such as higher comparative medical costs and
higher levels of utilization. While the Company attempts to base commercial
premiums at least in part on estimates of future health costs, many factors,
such as those discussed above, may cause actual health care costs to exceed
those cost estimates reflected in premiums charged.
Dependence on Key Enrollment Contracts. For the year ended December 31, 1998,
the Company received approximately 23% of its total revenues from its contract
with HCFA to provide health care services to Medicare enrollees. The Company's
contract with HCFA is subject to annual renewal at the election of HCFA and
requires the Company to comply with federal HMO and Medicare laws and
regulations and may be terminated if the Company fails to so comply. The
termination of the Company's contract with HCFA would have a material adverse
effect on the Company's business. In addition, there have been, and the Company
expects that there will continue to be, a number of legislative proposals to
limit Medicare reimbursements. Future levels of funding of the Medicare program
by the federal government cannot be predicted with certainty. For the year ended
December 31, 1998, military contract revenue represented approximately 20% of
the Company's revenue. This TRICARE contract is currently structured as five
one-year option periods. The termination of the TRICARE contract would have a
material adverse effect on the Company's business. In addition, the Company has
contracts to provide medical services to federal employees. The rates charged
for such services are subject to annual reviews and retroactive adjustments. The
Company's ability to obtain and maintain favorable group benefit agreements with
employer groups also affects the Company's profitability. The agreements are
generally renewable on an annual basis but are subject to termination on 60
days' prior notice. Although no employer group accounts for more than 2% of
total revenues, the loss of one or more of the larger employer groups could have
a material adverse effect upon the Company's business.
Potential Adverse Impact of Social Health Maintenance Organization. Effective
November 1, 1996, Health Plan of Nevada, Inc. ("HPN") entered into a Social HMO
contract pursuant to which a large portion of the Company's Medicare risk
enrollees receive certain expanded benefits. HPN, a wholly-owned subsidiary,
receives additional revenues for providing these expanded benefits. The
additional revenues are determined based on health risk assessments that have
been, and will continue to be, performed on the Company's eligible Medicare risk
members. HCFA has expressed the intention to continue the current reimbursement
methodology for the SHMO contract through December 31, 2000. HCFA has considered
adjusting the reimbursement factor for the Social HMO members. At this time
however, there can be no assurance as to what the final per member reimbursement
will be or that the Social HMO contract will be renewed.
Potential Adverse Impact of Competition. Managed care companies and HMOs operate
in a highly competitive environment. The Company has numerous types of
competitors, including, among others, other HMOs, PPOs, self-insured employer
plans and traditional indemnity carriers, many of which have substantially
larger total enrollments, have greater financial resources and offer a broader
range of products than the Company. The Company has encountered the effects of
increased competition in the Nevada market and the Texas market is very
competitive. Additional competitors with needs or desires for immediate market
share or with greater financial resources than the Company have entered the
Company's markets and offered products at lower premium levels than the Company.
Certain competitive pressures have limited the Company's ability to increase or
in some instances maintain the premiums charged to certain employer groups. The
inability of the Company to manage costs effectively may have an adverse
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impact on the Company's future results of operations by reducing profit margins.
In addition, competitive pressures may also result in reduced membership levels
or decreasing profit margins and there can be no assurance that the Company will
not incur increased pricing and enrollment pressure from local and national
competitors.
Management of Growth. The Company has made several acquisitions in recent years,
the most recent of which was the acquisition of certain assets of Kaiser
Foundation Health Plan of Texas ("Kaiser-Texas") in October 1998. Failure to
effectively integrate acquired operations could have a material adverse effect
on the Company's results of operations and financial condition.
The Kaiser-Texas operations incurred significant losses over the past several
years. Since the date of acquisition, the Company has worked extensively on the
integration of the Kaiser-Texas operations. However, there can be no assurances
regarding the ultimate success of the Company to improve the results of
operations of Kaiser-Texas. In order to integrate the acquired operations, the
Company has and will, among other things, need to continue to incur considerable
integration expenditures, including additional costs to implement new computer
systems. The integration of this business may result in, among other things,
temporary increases in claims inventory or other service-related issues that may
negatively affect the Company's relationship with its customers. The Company's
results of operations could be adversely affected in the event that the Company
experiences such problems or is otherwise unable to implement fully and
effectively its expansion strategy.
In fiscal year 1999, the Company will be converting the majority of its business
operations to new computer systems. Any significant unanticipated hardware or
software problems resulting from these conversions could have a significant
adverse impact on the Company's business processes, customer relationships,
results of operations and financial condition. There is no assurance that the
Company will be able to develop processes and systems to support its growing
operations.
Geographic Concentration; Potential Adverse Impact of Current Expansion Program;
Limited Success of Previous Expansion Program. Through the third quarter of
1998, the majority of the Company's HMO operations were concentrated in southern
Nevada, with less significant HMO operations in Houston, Texas, northern Nevada
and Arizona. With the Kaiser-Texas acquisition in October 1998, the Company now
has significant HMO operations in Texas. Any adverse economic, regulatory or
other developments that may occur in Nevada or Texas may negatively impact the
Company's operations and financial condition. In the past, the Company has
attempted to expand its operations outside of southern Nevada. These activities
have met with limited success and, in some cases, resulted in the Company
incurring significant losses. Although the Company believes that it is now more
experienced, there can be no assurance that the Company will be able to recover
its initial investments or expand into other regions successfully and without
incurring losses.
Potential Loss of Nevada Home Office Tax Credit. Under existing Nevada law, a
50% premium tax credit is generally available to HMOs and insurers that own and
substantially occupy home offices or regional home offices within Nevada. In
connection with the settlement of a prior dispute concerning the premium tax
credit, the Nevada Department of Insurance acknowledged in November 1993 that
the Company's HMO and insurance subsidiaries meet the statutory requirements to
qualify for this tax credit. The Company intends to take all necessary steps to
continue to comply with these requirements. The elimination or reduction of the
premium tax credit, or any failure by the Company to qualify for the premium tax
credit, would have a material adverse effect on the Company's results of
operations.
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Dependence Upon Health Care Providers. The Company's profitability is dependent,
in large part, upon its ability to contract favorably with hospitals, physicians
and other health care providers. The Company's contracts with its primary
providers are generally renewable annually, but certain contracts may be
terminated on 90 days' prior written notice by either party. There can be no
assurance that the Company will be able to continue to renew such contracts or
enter into new contracts enabling it to service its members profitably. The
Company expects that it will be required to expand its health care provider
network in order to service membership growth adequately; however, there can be
no assurance that it will be able to do so on a timely basis or under favorable
terms.
Capitation and Other Risk Sharing Arrangements. The Company contracts with
hospitals, physicians and other providers of health care and administrative
services under capitated or discounted fee-for-service arrangements. Capitated
providers are at risk for the cost of medical care and administrative services
provided to the Company's enrollees in the relevant geographic areas; however,
the Company is ultimately responsible for the provision of services to its
enrollees should the capitated provider be unable to provide the contracted
services. The inability of certain capitated providers to provide the contracted
service could have a material adverse effect on the Company's business.
Reinsurance Contracts. Reinsurance contracts do not relieve the Company from its
obligations to enrollees or policyholders. Failure of reinsurers to honor their
obligations could result in losses to the Company. The Company evaluates the
financial condition of its reinsurers to minimize its exposure to significant
losses from reinsurer insolvencies. All reinsurers that the Company has
reinsurance contracts with are rated A- or better by the A.M. Best company.
Should these companies be unable to perform their obligations to reimburse the
Company for ceded losses, the Company could experience significant losses.
Potential Litigation Against the Company and Inability to Obtain or Inadequacy
of Insurance. The Company is and will continue to be subject to certain types of
litigation, including medical malpractice claims and claim disputes pertaining
to its contracts and other arrangements with providers, employer groups and
their employees and individual members. The Company maintains general and
professional liability, property and fidelity insurance coverage and its
multi-specialty medical group maintains excess malpractice insurance for the
providers presently employed by the group. Additionally, the Company requires
all of its other independently contracted provider physician groups, individual
practice physicians, specialists, dentists, podiatrists and other health care
providers (with the exception of certain hospitals) to maintain professional
liability coverage. However, certain of the hospitals with which the Company
contracts are self-insured. The Company may incur losses not covered by
insurance, beyond the limits of its insurance coverage for its employed
physicians and staff, for acts or omissions by independent providers who do not
carry sufficient malpractice coverage or for other acts or omissions. In
addition, punitive damage awards are generally not covered by insurance.
Although the Company believes that it currently carries adequate insurance, no
assurance can be given that the Company's insurance coverage will be adequate in
amount or type, will be available in the future or that the cost of such
insurance will be reasonable.
Ongoing Modification of the Company's Management Information System. The
Company's management information system is critical to its current and future
operations. The information gathered and processed by the Company's management
information system assists the Company in, among other things, pricing its
services, monitoring utilization and other cost factors, processing provider
claims, providing bills on a timely basis and identifying accounts for
collection. The Company regularly modifies its management information system.
Any difficulty associated with or failure of such system, or any inability to
expand processing capability or to develop and maintain networking capability,
could have a material adverse effect on the Company's business.
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Year 2000. The Company is in the process of modifying or replacing its computer
systems and applications to accommodate the "Year 2000". The Year 2000 issue
exists because many computer systems and applications currently use two-digit
date fields to designate a year. As the century date change occurs,
date-sensitive systems will recognize the year 2000 as 1900, or not at all. This
inability to recognize or properly treat the Year 2000 may cause systems to
process critical financial and operational information incorrectly.
The failure to correct a material Year 2000 problem could result in an
interruption of, or a failure of, certain business activities or operations.
Such failures could have material adverse affects on the Company's operations,
liquidity and financial condition. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from uncertainty of the Year 2000
readiness of third parties with which the Company does business, the Company is
unable to determine at this time whether the consequences of potential Year 2000
failures will have a material adverse impact on the Company's results of
operations, liquidity or financial condition.
The costs of the project and the dates on which the Company plans to complete
the necessary Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events including the
continued availability of certain resources and other factors. However, there
can be no guarantee that these estimates will be achieved and actual results
could differ materially from those plans. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area, the ability to locate and correct all
relevant computer codes, the ability of the Company's significant suppliers,
customers and others with which it conducts business, including federal and
state governmental agencies, to identify and resolve their own Year 2000 issues
and similar uncertainties.
Revolving Credit Facility. On October 31, 1998, the Company obtained a $200
million credit facility under which it has $139 million in borrowings
outstanding as December 31, 1998. Interest under the credit facility is variable
and based on the London Interbank Offering Rate ("LIBOR") plus a margin
determined by reference to the Company's leverage ratio. Of the outstanding
balance, $50 million is covered by interest-rate swap agreements. The average
cost of borrowing on this line of credit for the fourth quarter of 1998,
including the impact of the swap agreements, was approximately 8%. The terms of
the credit facility contain a mandatory payment schedule that begins on June 30,
2001 and ends on September 30, 2003 if the principal balance exceeds certain
thresholds. The terms of the credit facility contain certain covenants including
a minimum fixed charge coverage ratio and a maximum leverage ratio. If the
Company is unable to meet the covenant requirements or if the LIBOR rate
increases, the Company could incur significantly higher borrowing costs.
Rating Agencies. Certain of the Company's subsidiaries are subject to scrutiny
by various credit agencies such as Standard & Poor's, and Moody's, and
policyholder agencies such as A.M. Best and Duff & Phelps, as well as agencies
that rate the quality of service to members such as the National Committee for
Quality Assurance and the Joint Commission on Accreditation of Healthcare
Organizations. A negative rating from such agencies could have an effect on the
Company's ability to borrow funds or to compete with other health care or
workers' compensation insurance companies in attracting members and selling
policies, and ultimately adversely affecting earnings and share price.
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Dependence on Management. The success of the Company has been dependent to a
large extent upon the efforts of the Company's founder, Anthony M. Marlon, M.D.,
the Chairman of the Board and Chief Executive Officer of the Company, who has an
employment agreement with the Company. Although the Company believes that the
development of its management staff has made the Company less dependent on Dr.
Marlon, the loss of Dr. Marlon could still have a material adverse effect on the
Company's business.
Effect of Open Rating on the Company's California Workers' Compensation
Subsidiary. CII Financial, Inc. ("CII"), a wholly-owned subsidiary of the
Company, writes workers' compensation insurance principally in California.
Premium rates, which are regulated by the Department of Insurance in California,
have been under significant pressure and, at times, been required to be reduced
in the period from 1992 through 1994. Pursuant to workers' compensation
legislative reforms enacted in 1993, "open rating" rules replaced "minimum rate"
laws effective January 1, 1995. Under minimum rate laws, insurers could not
charge a premium which was less than the published minimum rate and, therefore,
competed primarily on the basis of service to policyholders, the level of agent
commissions and policyholders' dividends. The open rating environment has
resulted in lower premium rates and lower net income to CII in 1995 and
subsequent years and has brought further uncertainties to premium revenues and
continued operating profits due to increased price competition and the risk of
incurring adverse loss experience over a smaller premium base.
Although CII intends to underwrite each account taking into consideration the
insured's risk profile, prior loss experience, loss prevention plans and other
underwriting considerations, there can be no assurance that CII will be able to
operate profitably in the California workers' compensation industry,
particularly with open rating, or that future workers' compensation legislation
will not be adopted in California or other states which might adversely affect
CII's results of operations. For the fiscal year ended December 31, 1998,
approximately 84% of CII's direct written premiums were in California.
Consequently, CII's operating results are expected to be largely dependent upon
its ability to write profitable workers' compensation insurance in California.
Convertible Subordinated Debentures. CII has outstanding debentures (the
"Debentures") totaling $51.3 million. The ability of CII's insurance company
subsidiaries to upstream funds to CII to service the Debentures is limited by
certain regulatory restrictions and capital requirements. Sierra has not
directly assumed CII's payment obligations under the CII Debentures or
guaranteed their repayment. There can be no assurance that Sierra will be in a
position to prevent a default of the Debentures in the future if CII's
subsidiaries are unable to provide sufficient funds with which to service the
Debentures.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIERRA HEALTH SERVICES, INC.
(Registrant)
Date: March 17, 1999 /S/ PAUL H. PALMER
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Paul H. Palmer
Vice President
Chief Financial Officer and Treasurer
(Chief Accounting Officer)
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