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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Amendment No. 2
(Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934)
MAGMA POWER COMPANY
(Name of Subject Company)
CE ACQUISITION COMPANY, INC.
CALIFORNIA ENERGY COMPANY, INC.
(Bidders)
Common Stock, par value $0.10 per Share
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
94-2213782
(CUSIP Number of Class of Securities)
Steven A. McArthur, Esq.
Senior Vice President, General Counsel and Secretary
CALIFORNIA ENERGY COMPANY, INC.
10831 Old Mill Road
Omaha, Nebraska 68194
(402) 330-8900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copies to:
Peter J. Hanlon, Esq.
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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92520082
California Energy Company, Inc., a Delaware corporation ("CECI"), and CE
Acquisition Company, Inc., a Delaware corporation and a wholly owned
subsidiary of CECI (the "Purchaser"), hereby amend and supplement their
Statement on Schedule 14D-1 ("Schedule 14D-1") filed with the Securities and
Exchange Commission (the "Commission") on October 6, 1994, as amended, with
respect to the Purchaser's offer to purchase 12,400,000 shares of Common
Stock, par value $0.10 per share (the "Shares"), of Magma Power Company, a
Nevada corporation (the "Company"), and, if applicable, associated Preferred
Share Rights (the "Rights"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated October 6, 1994 (the "Offer to
Purchase") and the related Letter of Transmittal (which together with the
Offer to Purchase constitutes the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1.
Item 1. Security and Subject Company.
The information set forth in Item 1(b) is hereby amended and supplemented
by the following:
On October 21, 1994, CECI issued a press release announcing that the
Purchaser has increased the price per Share (and associated Right) to be paid
pursuant to the Offer from $35 per Share (and associated Right) to $38.50 per
Share (and associated Right), net to the seller in cash and without interest
thereon; a copy of such press release is attached hereto as Exhibit (g)(4) and
incorporated herein by reference. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is further extended or
amended, the terms and conditions of any such extension or amendment), all
stockholders whose Shares (and associated Rights) are validly tendered and not
withdrawn in accordance with the procedures set forth in Section 4 of the
Offer to Purchase on or prior to the Expiration Date (as hereinafter defined)
will receive the increased price. The term "Expiration Date" means 12:00
midnight, New York City time, on Friday, November 4, 1994, unless and until
the Purchaser, in its sole judgment, shall have extended the period of time
during which the Offer is open, in which event the term "Expiration Date"
shall mean the time and date at which the Offer, as so extended by the
Purchaser, shall expire.
Stockholders who have previously validly tendered and not withdrawn their
Shares (and associated Rights) pursuant to the Offer are not required to take
any further action in order to receive, upon the terms and subject to the
conditions of the Offer, the increased price of $38.50 per Share (and
associated Right) with respect to all Shares purchased pursuant to the Offer.
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Item 4. Source and Amount of Funds or Other Consideration.
The information set forth in Items 3(a)-(b) are hereby amended and
supplemented by the following:
As a result of the increase in the price per Share to be paid pursuant to
the Offer, the Purchaser estimates that approximately $477.4 million will be
required to purchase the 12,400,000 Shares sought pursuant to the Offer. The
Purchaser estimates that approximately an additional $218 million will be
required to effectuate the Proposed Merger.
Item 10. Additional Information.
The information set forth in Item 10(c) is hereby amended and
supplemented by the following:
The required waiting period under the Hart-Scott-Rodino Act (the "HSR
Act") was terminated on October 20, 1994. The waiting period can now be
extended only by court order or with the Purchaser's consent. Based on the
termination of the waiting period, CECI issued a press release announcing the
HSR Act clearance from the Federal Trade Commission and the Department of
Justice; a copy of such press release ia attached hereto as Exhibit (g)(5) and
incorporated herein by reference.
Item 11. Material to Be Filed as Exhibits.
(g)(4) Text of Press Release, dated October 21, 1994, issued by
California Energy Company, Inc.
(g)(5) Text of Press Release, dated October 21, 1994, issued by
California Energy Company, Inc.
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Signatures
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.
Dated: October 21, 1994
CE ACQUISITION COMPANY, INC.
By:/s/ Steven A. McArthur
Steven A. McArthur
Senior Vice President, General
Counsel and Secretary
CALIFORNIA ENERGY COMPANY, INC.
By:/s/ Steven A. McArthur
Steven A. McArthur
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Page
No. Description No.
(g)(4) Text of Press Release, dated October 21, 1994, issued by
California Energy Company, Inc.
(g)(5) Text of Press Release, dated October 21, 1994, issued by
California Energy Company, Inc.
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EXHIBIT (g)(4)
FOR IMMEDIATE RELEASE
David L. Sokol - Chairman and Chief Executive Officer (402) 330-8900
Mark H. Harnett, Mackenzie Partners (212) 929-5755
CALIFORNIA ENERGY INCREASES ITS OFFER
FOR MAGMA POWER TO $38.50 PER SHARE
Omaha, Nebraska, October 21, 1994 -- California Energy Company, Inc.
(NYSE, PSE, LSE: CE) ("CECI") announced today that it has increased its offer
to purchase Magma Power Company to $38.50 per share, consisting of $28.50 per
share in cash and $10.00 per share of CECI stock.
In connection with this enhanced proposal, CECI has extended the
expiration date of its pending cash tender offer for 51%, or 12,400,000 of
Magma's shares to Friday, November 4, 1994 and has increased the cash price to
$38.50 net per share.
CECI also confirmed its intention to solicit consents to call a
special meeting of Magma's shareholders to elect four new members to Magma's
Board of Directors who would ensure that Magma gives proper consideration to
this enhanced offer. CECI also announced it would commence a series of
investor and shareholder presentations beginning Tuesday, October 25, 1994.
These presentations would highlight to Magma shareholders the benefits of the
CECI acquisition proposal.
David L. Sokol, CECI's Chairman and Chief Executive Officer, stated:
"We sincerely hope that Magma's Board of Directors will negotiate and sign a
merger agreement with us so that all Magma shareholders can receive the
benefits of our acquisition offer. In any event, we are now putting forth our
best acquisition proposal, and are beginning a consent solicitation to provide
Magma's shareholders the right to express their views directly on the merits
of our proposal. We have increased the cash price of our Tender Offer which
should provide Magma shareholders with an additional mechanism to communicate
to Magma's Board their support of CECI's acquisition offer."
California Energy Company is a leading international developer,
owner and operator of geothermal and other environmentally responsible power
generation facilities. Its six existing facilities currently produce in
excess of 325 MW of power with an additional 300 MW under construction.
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EXHIBIT (g)(5)
FOR IMMEDIATE RELEASE
David L. Sokol - Chairman and Chief Executive Officer (402) 330-8900
Mark H. Harnett - MacKenzie Partners, Inc. (212) 929-5877
CALIFORNIA ENERGY RECEIVES HART-SCOTT-RODINO
CLEARANCE FOR MAGMA ACQUISITION
OMAHA, NEBRASKA, October 21, 1994 -- California Energy Company, Inc.
(NYSE, PSE and LSE: CE) ("CECI") announced today that its proposed acquisition
of Magma Power Company (NASDAQ:MGMA) ("Magma"), has received Hart-Scott-Rodino
clearance from the Federal Trade Commission and Department of Justice.
David L. Sokol, California Energy's Chairman and Chief Executive
Officer, stated:
"As expected, we have received prompt antitrust clearance for the
proposed acquisition. With this "green light" in hand, we plan to
move forward expeditiously on the tender offer and solicitation to
call a special meeting of Magma's shareholders."
The Special Meeting Request Solicitation will be made only pursuant
to definitive solicitation documents, which will be filed with the Securities
and Exchange Commission and mailed to Magma stockholders. Gleacher & Co. Inc.
is acting as Financial Advisor to California Energy and Dealer Manager in
connection with the tender offer and request solicitation and MacKenzie
Partners, Inc. is acting as the Information Agent for the tender offer and
request solicitation.
California Energy Company is a leading international developer,
owner and operator of geothermal and other environmentally responsible power
generation facilities. Its six existing facilities currently produce in
excess of 325 MW of power with an additional 300 MW under construction.
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