<PAGE>1
92520033 SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MAGMA POWER COMPANY
(Name of Registrant as Specified in its Charter)
CALIFORNIA ENERGY COMPANY, INC.
CE ACQUISITION COMPANY, INC.
(Name of Person Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2).
[X] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration number, or the form or schedule and the date of its
filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>2
CONTACT:
David L. Sokol, Chairman & CEO
Dale R. Schuster, Vice President
California Energy Company, Inc.
(402) 330-8900
or
Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
FOR IMMEDIATE RELEASE:
CALIFORNIA ENERGY ANNOUNCES BOARD NOMINEES
FOR REQUESTED MAGMA SPECIAL MEETING
OMAHA, Neb., Nov. 25 - California Energy Company, Inc. (NYSE, PSE, LSE:
CE) ("CECI") announced today its four nominees for election to the Board of
Directors of Magma Power Company (NASDAQ: MGMA) ("Magma") at a Special Meeting
of Magma stockholders that CECI is currently seeking to call for December 22,
1994.
CECI announced on November 1 that it has put its best offer on the table
and that it intends to withdraw its $38.50 per share acquisition proposal if
it has not signed a merger agreement with Magma or received a sufficient
number of requests to call the Special Meeting by December 2, 1994.
Each of the following nominees (the "CECI Nominees") were chosen by CECI
because they are independent of and have no business relationship with CECI.
Arthur M. Dubow. Mr. Dubow's business address is Briar Patch Road, East
Hampton, New York 11937. Mr. Dubow is 61 years old. He is a private investor
in New York. Mr. Dubow is a director of Castle Convertible Fund Inc., Spectra
Fund, Inc., Coolidge Investment Corporation and the Family of Alger Mutual
Funds. From 1982-1986, Mr. Dubow was President, Director and Vice-Chairman of
The Boston Company Energy Advisors, Inc., a registered investment advisor
offering services to institutional clients regarding direct investments in the
oil and gas industry and from 1989 to 1991 was Chairman of Institutional
Shareholder Services Inc. (an institutional investor advisory firm).
Mr. Dubow received his A.B. from Harvard College, his L.L.B. from Harvard Law
School and was a Fellow at the Center for International Affairs, Harvard
University. Mr. Dubow is also a past member of the Advisory Board of the
School of Advanced International Studies of John Hopkins University, New
American Filmmakers Series, Whitney Museum (New York City) and the Institute
for Educational Leadership (Washington, D.C.).
Richard H. Neumann. Mr. Neumann's business address is 60674 Teton Court,
Bend, Oregon 97702. Mr. Neumann is 60 years old. Since 1992 Mr. Neumann has
been a private investor and business consultant. Mr. Neumann was an employee
of CECI Company, Inc. from 1989 to 1991 and served as a Senior Vice President,
Administration. Prior to joining CECI Company, Inc., Mr. Neumann held a
variety of human resource management positions at Bechtel Group both in San
Francisco and Houston before being elected Vice President and Manager of
Personnel in 1987. Mr. Neumann has a B.S. Degree in Labor Economics from the
University of Wisconsin and an M.S. Degree in Human Resources Management from
Golden Gate University, San Francisco.
Neil L. Papiano. Mr. Papiano's business address is One Wilshire Building,
27th Floor, 684 South Grand Avenue, Los Angeles, California 90017. Mr.
Papiano is 60 years old. He is the Senior Managing Partner at the law firm of
Iverson, Yoakum, Papiano &
<PAGE>3
Hatch in Los Angeles. Mr. Papiano serves as a member of the Board of Trustees
of The American University (Washington, D.C.) and Orthopedic Hospital (Los
Angeles) and is a Lecturer at the University of California, School of Law,
Davis, McGeorge School of Law, University of the Pacific, Sacramento and
Georgetown University Law Center (Washington, D.C.). He received his B.A. and
M.A. from Stanford University and his J.D. from Vanderbilt University.
Mr. Papiano is also Chairman of the Board, Los Angeles Civic Light Opera
Association and Los Angeles Forward (organization of 350 Los Angeles business
persons and labor leaders formed to adopt a new Charter for the City) and is a
member of the Board of Directors of the Los Angeles Performing Arts Council
and Los Angeles Music Center Operating Company.
Ronald L. Staskiewicz. Mr. Staskiewicz's business address is 3232 L Street,
Omaha, Nebraska 68107. Mr. Staskiewicz is 51 years old. He is a private
investor and engaged in the private practice of law in Omaha since 1992.
Mr. Staskiewicz is the former Douglas County Attorney (1987-1991) and a past
member of the National District Attorney's Association Board of Directors, as
well as a member of the Associations's Drug Control Committee, Policy and
Legislation Committee and Environmental Control Committee. Mr. Staskiewicz is
also a former member of the Nebraska Drug Policy Board and the Governor's
Nebraska Crime Commission. Mr. Staskiewicz received his B.A. and J.D. degrees
from Creighton University, his L.L.M. degree from Southern Methodist
University and is a graduate of the FBI National Law Institute.
CECI has designated the class of director for each CECI Nominee. Of the
four new directorships created, Mr. Dubow will serve until the 1995 Annual
Meeting, Mr. Neumann will serve until the 1996 Annual Meeting of Stockholders
and both Messrs. Papiano and Staskiewicz will serve until the 1997 Annual
Meeting of Stockholders.
CECI has agreed to pay each CECI Nominee (i) a retainer fee of $5,000 and
(ii) an additional retainer fee of $10,000 if such CECI Nominee is required to
attend one or more meetings of Magma's Board, in addition to any expenses
incurred in attending any such meetings.
Other than as set forth above, to the knowledge of CECI and CE
Acquisition Company, Inc., none of the CECI Nominees (i) has any arrangements
or understandings with any person or persons with respect to any future
employment by Magma or its affiliates, or with respect to any future
transactions to which Magma or any of its affiliates shall or may be a party;
(ii) has carried on any occupation or employment with Magma or any corporation
or organization which is or was a parent, subsidiary or other affiliate of
Magma, or have ever served on Magma's Board; or (iii) has received any cash
compensation, cash bonuses, deferred compensation, compensation pursuant to
plans, or other
<PAGE>4
compensation, from, or in respect of, services rendered to or on behalf of
Magma. No family relationships exist among the CECI Nominees or between any
of the CECI Nominees and any director or executive officer of Magma.
As of the date hereof, none of the CECI Nominees or any associate thereof
who may be deemed a "participant" is the beneficial or record owner of any
shares of common stock of Magma. None of the CECI Nominees is, or was within
the past year, a party to any contract, arrangements or understandings with
any person with respect to any securities of Magma.
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.
# # #
