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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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))
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7 1/2% CONVERTIBLE SUBORDINATED DEBENTURES
DUE SEPTEMBER 15, 2001 OF CII FINANCIAL, INC.
(Title of Class of Securities)
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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: [ ]
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INTRODUCTION
This Amendment No. 4 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 9% senior subordinated
debentures due September 15, 2006 or cash, 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 and March 1, 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 12. Materials to be filed as Exhibits.
(a)(15) Press release issued by the Company on March 23, 2001.
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: March 23, 2001
CII FINANCIAL, INC.
By: /s/ Kathleen M. Marlon
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Name: Kathleen M. Marlon
Title: President, Chief Executive Officer
and Chairman
INDEX TO EXHIBITS
Exhibit Exhibit
Number
(a)(15) Press release issued by the Company on March 23, 2001.