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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:
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DAN BURCH
MACKENZIE PARTNERS INC
156 FIFTH AVENUE
NEW YORK, NY 10010
CALIFORNIA ENERGY COMPANY, INC.
c/o MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
FAILURE TO VOTE TODAY
COULD PROVE VERY COSTLY
DEAR FELLOW MAGMA POWER SHAREHOLDER:
If you have not yet voted your GREEN card to Request the Special Meeting, ask
yourself the following questions:
Do you really want to take the risk that Magma shares will plummet
to their pre-offer trading level of $27.50, as security analysts
have warned may occur?
Do you really have confidence in Magma's prospects as an independent
company? Remember, Magma recently lost a "major" overseas
development project (the Karaha project in Indonesia), while
California Energy continues to be awarded new projects (Casecnan
(140MW) in the Phillipines and Dieng (220MW) in Indonesia).
Do you really believe Magma is serious about negotiating with
California Energy, when they continue to insist that we agree to
drop our $38.50 per share acquisition offer for three years before
they will even sit down at the bargaining table?
Do you really believe Magma is seriously exploring alternatives to
our $38.50 per share offer or are they simply stalling, hoping
California Energy will just go away? Magma's most recent mailing to
you disclosed that as of November 21, they "ha[d] not begun to
negotiate the terms of any extraordinary transaction."
LET MAGMA'S BOARD KNOW YOU WANT THEM TO INCREASE SHAREHOLDER VALUE, NOT
CONTINUE TO DRAG THEIR FEET. VOTE YOUR GREEN CARD TODAY!
We have received a resounding display of shareholder support for our effort.
By Thanksgiving, a majority of the shares held by independent (non-management,
non-Board affiliated shares) had already voted to Request a Special Meeting.
But we need GREEN cards representing a majority of ALL shares by this Friday,
December 2, 1994 to prevent Magma's Board from continuing to ignore its
shareholders.
Don't forget: IT HAS BEEN OVER TWO MONTHS SINCE OUR INITIAL PROPOSAL, YET
MAGMA HAS BEEN UNABLE TO PRODUCE ANY ALTERNATIVE WHICH WILL PAY YOU MORE THAN
OUR FULLY-FINANCED $38.50 PER SHARE OFFER.
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Voting in favor of the call of a Special Meeting creates no obligation on your
part to tender your shares or to vote on California Energy's proposals at the
Special Meeting.
IF YOU NEED LAST MINUTE ASSISTANCE IN VOTING THE GREEN CARD, CONTACT MACKENZIE
PARTNERS AT (800) 322-2885 (Toll-Free).
Sincerely,
DAVID L. SOKOL
Chairman, President and
Chief Executive Officer
California Energy Company, Inc.
