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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
VARIFLEX, INC.
(Name of Issuer)
VARIFLEX, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
922242102
(CUSIP Number of Class of Securities)
Raymond H. Losi, II
Variflex, Inc.
5152 North Commerce Avenue, Moorpark, California 93021
(805) 523-0322
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
MICHAEL C. COHEN, ESQ.
VICTOR H. SIM, ESQ.
MELODY N. TORBATI, ESQ.
Morrison & Foerster LLP
555 West 5th Street, 35th Floor
Los Angeles, California 90013
(213) 892-5200
December 11, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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INTRODUCTORY NOTE
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule") which constitutes the final amendment to the Schedule is filed
pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended,
and relates to the offer (the "Offer") by Variflex, Inc., a Delaware corporation
(the "Issuer"), to purchase up to 1,000,000 (or such lesser number as are
properly tendered) of its shares of common stock, $.001 par value ("Shares") per
share at a price not greater than $6.00 per Share and not less than $5.00 per
Share, net to the seller in cash, as specified by stockholders tendering their
Shares, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 18, 1998 (the "Offer to Purchase"), and in the related
Letter of Transmittal.
The Offer was terminated at 5:00 p.m., New York time, on January 20, 1999.
A total number of 371,279 Shares were tendered at prices ranging from $5.00 to
$6.00 per share. The Company purchased 371,279 Shares at a price of $6.00 per
Share.
SIGNATURE
After due 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.
VARIFLEX, INC.
By: /s/ Raymond H. Losi, II
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Raymond H. Losi, II,
Chief Executive Officer
Dated: January 26, 1999
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