SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ AMENDMENT NO. 12 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 _______________________ CII FINANCIAL, INC. (Name of subject companies (issuer)) CII FINANCIAL, INC., as issuer (Names of filing persons (identifying status as offeror, issuer or other person)) _______________________ 7 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE SEPTEMBER 15, 2001 OF CII FINANCIAL, INC. (Title of Class of Securities) _______________________ 12551LAB7 (CUSIP Number of Class of Securities) David Sonenstein, Esq. General Counsel 2716 North Tenaya Way Las Vegas, NV 89128 Telephone: (702) 242-7046 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copies to: Stephen P. Farrell, Esq. Howard A. Kenny, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Telephone: (212) 309-6000 CALCULATION OF FILING FEE Transaction Valuation (1) Amount of Filing Fee $47,059,000 $12,424 (1) Pursuant to Rule 457(f)(2) under the Securities Act of 1933, this amount is based upon the book value of the $47,059,000 aggregate principal amount of the 7 1/2% convertible subordinated debentures due September 15, 2001, that may be received in the exchange offer. [X] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $12,424 Form or Registration No.: Form S-4 (File No. 333-52726) Filing Party: CII Financial, Inc. Date Filed: December 26, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [ X ] issuer tender offer subject to Rule 13e-4. [ ] going private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ X ]INTRODUCTION This Amendment No. 12 to a Tender Offer Statement on Schedule TO relates to the offer by CII Financial, Inc., a California corporation ("CII Financial"), to exchange up to $47,059,000 of the outstanding 7 1/2% convertible subordinated debentures due September 15, 2001 ("Debentures"), of CII Financial, Inc., (or such lesser number as are properly tendered) for new senior debentures or cash (the "Exchange Offer"), upon the terms and subject to the conditions set forth in CII Financial's Registration Statement on Form S-4 (File No. 333-52726) filed with the Securities and Exchange Commission on December 26, 2000, and as amended on February 5, 2001, March 1, 2001, March 30, 2001 and April 18, 2001 (the "Registration Statement"). The information in the Registration Statement and the exhibits thereto are incorporated herein by reference in this Schedule TO in answer to some of the items required in this Schedule TO. CII Financial hereby amends and supplements the Schedule TO as follows: ITEM 4. Terms of the Transaction The Exchange Offer expired at 7:00 p.m., New York City time, on May 2, 2001. CII Financial accepted $41,856,000 aggregate principal amount of Debentures in exchange for new senior debentures and cash. Of the total amount tendered, $32,651,000 aggregate principal amount were tendered for cash and $9,205,000 were tendered for new senior debentures. Under the terms of the Exchange Offer, CII Financial offered to purchase a maximum of $27,059,000 aggregate principal amount of Debentures for cash. Accordingly, CII Financial will purchase $27,059,000 principal amount of Debentures for cash and issue $14,797,000 principal amount of new senior debentures. Each holder who tendered for cash will receive cash for 82.873% of the holder's Debentures tendered for cash at a price of $739.12 per $1,000 principal amount and will receive new senior debentures for 17.127% of the holder's Debentures tendered for cash. ITEM 11. Additional Information On May 3, 2001, CII Financial issued a press release announcing the final results of the exchange offer, a copy of which is filed as Exhibit (a)(26) to this Amendment No. 12 to the Schedule TO and is incorporated herein by reference. ITEM 12. Materials to be filed as Exhibits. (a)(25)* Press Release Issued by the Company on May 2, 2001. (a)(26)* Press Release Issued by the Company on May 3, 2001. __________________ *Previously filed with the Securities and Exchange Commission. 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. Date: May 3, 2001 CII FINANCIAL, INC. By: /s/ Kathleen M. Marlon Name: Kathleen M. Marlon Title: President, Chief Executive Officer and Chairman INDEX TO EXHIBITS Exhibit Exhibit Number (a)(25)* Press Release Issued by the Company on May 2, 2001. (a)(26)* Press Release Issued by the Company on May 3, 2001. ______________ *Previously filed with the Securities and Exchange Commission.
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SC TO-I/A Filing
Cii Financial Inactive SC TO-I/AIssuer tender offer statement (amended)
Filed: 4 May 01, 12:00am