Filed by CII Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 For: CII Financial, Inc. Commission File No.: 333-52726 CII FINANCIAL, INC. California Indemnity Insurance Company Commercial Casualty Insurance Company subsidiaries of Sierra Health Services, Inc. P.O.Box 15645, Las Vegas, Nevada 89114-5645 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACTS: John Okita Andrew C. Karp Chief Financial Officer Managing Director (702) 242-7531 Banc of America Securities LLC High Yield Special Products (704) 388-4813 or (888) 292-0070 CII FINANCIAL ANNOUNCES SETTLEMENT OF OFFER FOR CONVERTIBLE SUBORDINATED DEBENTURES Las Vegas, May 8, 2001 - CII Financial, Inc. today announced the settlement on May 7, 2001 of its tender and exchange offer for its $47 million of outstanding 7 1/2% convertible subordinated debentures due September 15, 2001 (CUSIP No. 12551LAB7). The Company said that $32,848,000 in aggregate principal amount of old debentures had been tendered for cash and $9,205,000 in aggregate principal amount of old debentures had been tendered for the Company's new 9 1/2% senior debentures due September 15, 2004 (CUSIP No. 12551LAC5). The cash option of the Company's exchange offer was oversubscribed. In accordance with the terms of the Company's exchange offer, each holder who tendered for cash received cash for 82.471% of the holder's debentures tendered for cash at a price of $739.12 per $1,000 principal amount and received new 9 1/2% senior debentures for 17.529% of the holder's debentures tendered for cash. In effecting this proration, in lieu of issuing new 9 1/2% senior debentures in denominations smaller than $1,000, the Company purchased an additional $31,000 aggregate principal amount of old debentures tendered for cash. As a result, the Company purchased $27,090,000 principal amount of old debentures for cash and issued $14,963,000 principal amount of new 9 1/2% senior debentures. The Company also paid accrued but unpaid interest on the tendered old debentures to May 7, 2001. Banc of America Securities LLC was the exclusive dealer manager for the offer. CII Financial is a holding company primarily engaged in writing workers' compensation insurance in nine western and mid-western states through its wholly owned subsidiaries, California Indemnity Insurance Company, Commercial Casualty Insurance Company, Sierra Insurance Company of Texas and CII Insurance Company. CII Financial is a wholly owned subsidiary of Sierra Health Services, Inc. (NYSE:SIE), a diversified health care services company based in Las Vegas. Statements in this news release that are not historical facts are forward-looking and based on management's projections, assumptions and estimates; actual results may vary materially. Forward-looking statements are subject to certain risks and uncertainties, some of which may be found in the Prospectus and Exchange Offer and other documents filed with the Securities and Exchange Commission and which are incorporated herein by reference. Additional Information and Where to Find It: CII Financial, Inc. has filed a Registration Statement with the Securities and Exchange Commission on Form S-4 registering the new debentures to be issued in the exchange offer. The Registration Statement, which became effective on May 2, 2001, and the prospectus contained therein contain important information about CII Financial, the exchange offer and related matters. Security holders are urged to read the Registration Statement and the prospectus contained therein, CII Financial's Schedule TO and any other relevant documents filed by CII Financial with the SEC. Security holders are able to obtain copies of the Registration Statement on Form S-4 and the prospectus, CII Financial's Schedule TO and any other relevant documents for free through the Web site maintained by the SEC at http://www.sec.gov. In addition, these documents are available free of charge by contacting the Information Agent for the offer, D.F. King & Co., at (800) 735-3591. If you have any questions about the offer, please call the Dealer Manager for the offer, Banc of America Securities LLC, at (888) 292-0070. # # #
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Filed: 8 May 01, 12:00am