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 EXTENSION OF EXCHANGE OFFER
FOR CONVERTIBLE SUBORDINATED DEBENTURES
Las Vegas, February 26, 2001 - CII Financial, Inc. today announced the
extension of its pending exchange offer for all $47 million of its
outstanding 7-1/2% convertible subordinated debentures due
September 15, 2001 (CUSIP No.12551LAB7). Under the offer, holders can
choose to exchange their old 7-1/2% junior subordinated debentures for either
new debentures or cash.
The expiration date for the exchange offer has been extended from 5:00
p.m., New York City time, on February 23, 2001, to 5:00 p.m., New York City
time, on March 6, 2001. The Company said all other terms of the offer remain
unchanged. The Company filed an amended Registration Statement with the
Securities and Exchange Commission on February 5, 2001 and the Securities and
Exchange Commission is continuing its review of the Company's amended
Registration Statement.
The Company said that as of 5:00 p.m., New York City time, on February
23, 2001, it had received tenders from holders of $13,785,000 in aggregate
principal amount of Notes.
The complete terms of the offer are contained in the amended
Preliminary Prospectus and Exchange Offer dated February 5, 2001.
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CII Announces Extension p.2/2/2/2/2
Banc of America Securities LLC is the exclusive dealer manager for the
offer. D.F. King & Co., Inc. is the information
agent and Wells Fargo Corporate Trust is the depositary. Copies of the
Preliminary Prospectus and Exchange Offer may be obtained by
calling D.F. King at (800) 735-3591. Additional information concerning the
terms and conditions of the offer may be obtained by
contacting Banc of America Securities LLC at (888) 292-0070.
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
Preliminary 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 and the preliminary
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 preliminary prospectus contained therein, CII
Financial's Schedule TO and any other relevant documents filed by CII Financial
with the SEC.
The Registration Statement has not yet become effective. The new
debentures may not be sold and, although you may tender your old debentures,
tenders may not be accepted prior to the time the Registration Statement becomes
effective. This shall not constitute an offer to sell or an offer to buy nor
shall there be any sale of the new debentures in any State in which such offer,
solicitation or sale would be unlawful.
Security holders are able to obtain copies of the Registration
Statement on Form S-4 and the preliminary 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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