05072004 424b3 DOC
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated August 29, 2003) Registration No. 333-105403
SIERRA HEALTH SERVICES, INC.
$115,000,000
2¼% Senior Convertible Debentures due 2023
and Shares of Common Stock Issuable
Upon Conversion or Payment of the Debentures
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We are distributing this Prospectus Supplement for the sole purpose of amending
information with respect to certain of our Selling Securityholders. This
Prospectus Supplement represents cumulative changes received subsequent to
August 29, 2003.
Principal
Amount of
Debentures Number of Shares of
Beneficially Common Stock Percentage of
Owned that Percentage of Underlying the Common Stock
Name of Selling May Be Sold (in Debentures Debentures that May Outstanding
Securityholder (1) dollars) Outstanding Be Sold (2)(3) (4)
-------------------------- ---------------- ------------- ------------------- --------------
AIG DKR SoundShore Strategic
Holding Fund Ltd.............. $ 2,000,000 1.74% 109,349 *
Alexandra Global Master
Fund, LTD..................... $ 8,500,000 7.39% 464,734 1.69%
Banc of America Securities
LLC........................... $ 7,850,000 6.83% 429,196 1.56%
CNH CA Master Account L.P..... $ 4,000,000 3.48% 218,698 *
CQS Convertible and
Quantitative Strategies
Master Fund Limited........... $ 4,000,000 3.48% 218,698 *
Forest Fulcrum Fund L.L.P..... $ 567,000 * 31,000 *
Geode U.S. Convertible
Arbitrage Fund, A Series of
Geode Investors, LLC.......... $ 1,000,000 * 54,674 *
Highbridge International...... $ 5,000,000 4.35% 273,373 1.00%
LLT Limited................... $ 153,000 * 8,365 *
Lyxor/Convertible Arbitrage
Fund Limited.................. $ 412,000 * 22,525 *
Sunrise Partners Limited
Partnership (5)............... $ 5,750,000 5.00% 314,379 1.15%
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*Less than 1%
(1) Also includes any sale of the Debentures and the underlying common stock by
pledgees, donees, transferees or other successors in interest that receive
such securities by pledge, gift, distribution or other non-sale related
transfer from the named selling securityholders. Information about other
selling securityholders will be set forth in prospectus supplements or in
other documents that we file from time to time with the Securities and
Exchange Commission that are incorporated by reference in this prospectus,
if required. See "Where You Can Find More Information."
(2) Assumes conversion of all of the selling securityholder's Debentures at a
conversion rate of 54.6747 per $1,000 principal amount at maturity of
Debentures and a cash payment in lieu of the issuance of any fractional
share interest. However, this conversion rate is subject to adjustment as
described under "Description of Debentures-Conversion Rights." As a result,
the number of shares of common stock issuable upon conversion of the
Debentures may increase or decrease in the future.
(3) Reflects rounding down of fractional common stock issuable upon conversion
of the Debentures.
(4) Calculated based on Rule 13d-3 of the Securities Exchange Act of 1934 using
26,997,000 shares of common stock outstanding as of May 6, 2004. In
calculating this amount, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that particular holder's
Debentures. However, we did not treat as outstanding the common stock
issuable upon conversion of any other holder's Debentures.
(5) Sunrise Partners Limited Partnership has advised us that it also
beneficially owns 17,600 shares of common stock.
Our common stock is traded on the New York Stock Exchange under the symbol
"SIE." On May 6, 2004, the last reported sale price of our common stock
was $38.86 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This Prospectus Supplement is dated May 7, 2004.