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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 12)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MAGMA POWER COMPANY
(Name of Subject Company)
MAGMA POWER COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
0005591941
(CUSIP number of Class of Securities)
JON R. PEELE, ESQ.
Executive Vice President, Secretary and General Counsel
MAGMA POWER COMPANY
4365 EXECUTIVE DRIVE, SUITE 900
SAN DIEGO, CALIFORNIA 92121
(619) 622-7800
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
Copies to:
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Michael J. Kennedy, Esq. David W. Heleniak, Esq.
SHEARMAN & STERLING SHEARMAN & STERLING
555 California Street 599 Lexington Avenue
San Francisco, California 94104 New York, New York 10022
(415) 616-1100 (212) 848-4000
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This Amendment No. 12 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated October 11, 1994, as amended (the "Schedule
14D-9"), filed by Magma Power Company, a Nevada corporation ("Magma" or the
"Company"), relating to the tender offer disclosed in a Tender Offer Statement
on Schedule 14D-1, dated October 6, 1994, as amended and supplemented through
the date hereof, of CE Acquisition Company, Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of California Energy Company, Inc.,
a Delaware corporation ("California Energy"), to purchase 12,400,000 Shares at
a price of $38.50 per Share net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 6,
1994, as supplemented on October 26, 1994, and as amended through the date
hereof, and the related Letter of Transmittal as amended and supplemented
through the date hereof (the "Revised Offer"). Capitalized terms used and not
defined herein shall have the meanings sets forth in the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 33 --Press Release of the Company, dated December 2, 1994.
2
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SIGNATURE
After reasonable 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.
MAGMA POWER COMPANY
By: /s/ Jon R. Peele
___________________________________
Name: Jon R. Peele
Title: Executive Vice President,
Secretary and General
Counsel
Dated: December 2, 1994
3
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INDEX TO EXHIBITS
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SEQUENTIAL
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EXHIBITS DESCRIPTION NUMBER
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Exhibit 33 --Press Release of the Company, dated December 2, 1994
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[LETTERHEAD OF MAGMA POWER COMPANY]
NEWS RELEASE CONTACT: Investor Relations
FOR IMMEDIATE RELEASE
MAGMA POWER COMPANY SIGNS FINAL AGREEMENTS ON 400 MW
GEOTHERMAL POWER PROJECT IN INDONESIA
San Diego, California, December 2, 1994 ... Magma Power Company
(NASDAQ NNM:MGMA) today announced that it has signed final agreements with
Pertamina, the national oil company of Indonesia, and PT. PLN, Indonesia's
national electricity company, to develop the Wayang Windu geothermal resource on
the island of Java, and to build, own and operate power plants to supply up to
400 MW of electricity to Indonesia.
The initial development project will consist of up to 280 MW to be
built by 1998, with the balance to follow. Magma Power will develop the
geothermal resource and build, own and operate the power plants under a 30-year
contract. Resource development is expected to begin in 1995.
The agreements, consisting of a Joint Operation Contract with
Pertamina and an Energy Sales Contract with Pertamina and PT. PLN, were signed
in Jakarta in a ceremony with the Minister of Mines and Energy, Pertamina, and
PT. PLN.
Magma Power has formed a new company, to be named Mandala Magma
Nusantara, B.V., to develop and own the Wayang Windu project. Participating in
the project with Magma are two local Indonesian companies, P.T. Okha Hutomo
Satrya and Figear Limited.
(more)
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Magma Power Company Signs Final Agreement on 400 MW Geothermal...Page 2
Ralph W. Boeker, president and chief executive officer of Magma
Power Company stated, "Wayang Windu is considered one of the most promising
geothermal resources in the region and is strategically located to supply energy
to Jakarta and the rest of the growing Java market. This agreement extends Magma
Power's position as an established, competitive player in the international
market for geothermal power. When combined with our two Philippine geothermal
power projects -- the 216 MW Malitbog project now under construction and the 72
MW Alto Peak project -- the Wayang Windu project brings to 688 MW our new,
international capacity under contract and in development. With these projects,
and with offices now open in both Manila and Jakarta, Magma Power is well
positioned to play an expanding role throughout the region as these countries
seek new generating capacity to meet their growing energy needs."
Magma Power Company is a leader in the geothermal industry. The
company currently operates seven geothermal plants in Southern California on
geothermal leaseholds and fee interests held by the company and holds additional
geothermal leaseholds and fee interests in other parts of California and Nevada.
Magma is also currently developing additional geothermal projects in the
Philippines and in Indonesia.
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