<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Amendment No. 5
(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
<PAGE>2
92520094
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 by
Amendment Nos. 1, 2, 3 and 4, 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"), as amended by the Supplement to the
Offer to Purchase, dated October 26, 1994 (the "Supplement"), and the related
Letters of Transmittal (which together with the Offer to Purchase and the
Supplement constitute the "Offer").
Item 10. Additional Information.
The information set forth in Item 10(f) is hereby amended and
supplemented by the following:
On November 1, 1994, CECI issued a press release announcing that the
Offer, the proration period and withdrawal rights have been extended and will
now expire at midnight, New York City time, on Friday, December 2, 1994; a
copy of such press release is attached hereto as Exhibit (a)(17) and
incorporated herein by reference.
On November 1, 1994, CECI issued a press release announcing the number of
shares tendered pursuant to the Offer as of November 1, 1994; a copy of such
press release is attached hereto as Exhibit (a)(18) and incorporated herein by
reference.
Item 11. Material to Be Filed as Exhibits.
(a)(17) Text of Press Release, dated November 1, 1994, issued by
California Energy Company, Inc.
(a)(18) Text of Press Release, dated November 1, 1994, issued by
California Energy Company, Inc.
<PAGE>3
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: November 2, 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
<PAGE>4
EXHIBIT INDEX
Exhibit Page
No. Description No.
(a)(17) Text of Press Release, dated November 1, 1994, issued by
California Energy Company, Inc.
(a)(18) Text of Press Release, dated November 1, 1994, issued by
California Energy Company, Inc.
<PAGE>1
EXHIBIT (a)(17)
FOR IMMEDIATE RELEASE
David L. Sokol - Chairman and Chief Executive Officer (402) 330-8900
Mark H. Harnett - MacKenzie Partners (212) 929-5877
CALIFORNIA ENERGY RESPONDS TO MAGMA;
CONFIRMS PLAN TO CALL SPECIAL MEETING
Omaha, Nebraska, November 1, 1994 - California Energy Company, Inc.
(NYSE, PSE, LSE; CE) ("CECI") responded today to the announcement that the
Board of Magma Power Company (NASDAQ: MGMA) ("Magma") has recommended that
stockholders not accept CECI's pending cash tender offer for 51%, or
12,400,000 of Magma's shares at $38.50 net per share, which constitutes the
first step in CECI's $38.50 per share acquisition proposal, consisting of a
blended consideration of $28.50 per share in cash and $10.00 per share of CECI
stock for all Magma shares.
CECI indicated that the Magma Board's recommendation against CECI's
offer had no impact on CECI's plan to call a special meeting of Magma's
shareholders and proceed with its pending $38.50 per share cash tender offer.
CECI also confirmed that it has established November 7, 1994 as the record
date for its solicitation of requests to call a special meeting of Magma's
shareholders to elect new members to Magma's Board of Directors who would take
steps to enable Magma shareholders to freely choose whether to accept CECI's
acquisition offer. CECI also stated that it was extending the expiration date
of its pending cash tender to December 2, 1994.
David L. Sokol, CECI's Chairman and Chief Executive Officer, stated:
"We have received strong expressions of support and approval for our fully-
financed acquisition proposal from Magma's stockholders. In order to
determine whether Magma's stated decision to explore ways to maximize
shareholder value is genuine or is just another delaying tactic, we believe
that the process must be brought to a conclusion in a timely manner since it
has already been over six (6) weeks since our initial offer and Goldman has
not yet produced another bidder or feasible alternative for Magma's
shareholders. Accordingly, we intend to conclude our request solicitation for
the purposes of calling a special meeting of Magma's shareholders on December
2, 1994. By extending our tender offer until this date as well, we are giving
Magma's shareholders five (5) additional weeks to review whether the company
makes any legitimate progress in developing a feasible alternative to our
offer which maximizes shareholder value rather than entrenches management. We
do, however, reserve the right to reduce our offer in the event Magma inflicts
damage upon itself or in any other way reduces the value of Magma's assets in
the interim. In addition, Magma's Board and its shareholders should be aware
that we have put our best offer on the table and we intend to withdraw our
acquisition proposal if we have not signed a merger agreement with Magma or
received sufficient written requests to call a special meeting by December 2,
1994. We look forward to engaging in discussions with the Magma Board or
their advisors as soon as possible".
<PAGE>2
The Special Meeting Request Solicitation will be made only pursuant
to definitive solicitation documents, which have been filed with the
Securities and Exchange Commission and will be 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.
# # #
92520095
<PAGE>1
EXHIBIT (a)(18)
CONTACT:
Mark H. Harnett - MacKenzie Partners
(212) 929-5877
FOR IMMEDIATE RELEASE:
OMAHA, NE, November 1, 1994 -- California Energy Company, Inc. (NYSE, PSE,
LSE:CE) ("CECI") announced today in connection with extending the expiration
date of its cash tender offer for 51% or 12,400,000 shares of Magma Power
Company to Friday, December 2, 1994, that, pursuant to technical requirements
of the SEC, it is reporting that as of the close of business on November 1,
1994, approximately 596,580 shares had been validly tendered and not withdrawn
pursuant to the offer. CECI indicated that having a nominal amount of shares
tendered at this stage is considered to be customary.
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 325MW
of power with an additional 300MW under construction.
# # #
92520096
