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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[X] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Magma Power Company
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(Name of Registrant as Specified in Its Charter)
Magma Power Company
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(Name of Person(s) 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(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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 statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[LETTERHEAD OF MAGMA POWER COMPANY]
MAGMA POWER ISSUES STATEMENT ON STATUS OF MEETINGS
WITH INTERESTED PARTIES
San Diego, California, November 7, 1994...In response to inquiries
regarding a Reuters interview with chief executive officer Ralph W. Boeker about
the current status of Magma Power Company's (Nasdaq NNM: MGMA) exploration of
alternatives to further the best interests of Magma stockholders, Magma made the
following statement:
"At present, we are moving down a number of different paths. Since
California Energy announced its unsolicited bid, we and Goldman Sachs & Co. have
received a substantial number of inquiries regarding the company, which we began
to seriously explore this past week.
"We are now meeting with interested parties and, subject to confidentiality
agreements which several parties have signed, are giving them access to
confidential information with which they can better analyze the long-term
potential of the company. Magma has not received proposals from any of these
parties as of this time.
"While we obviously cannot disclose with whom we are meeting, the parties
include companies with financial resources greater than California Energy. In
addition, Goldman is actively soliciting other potential participants and has
also been instructed to explore possible value enhancing transactions other than
business combinations.
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"Our paramount objective is to achieve the best result for our
stockholders. We are not putting a time limit on this pursuit and will not be
influenced by artificial deadlines.
"This is a complex effort. We believe that in order to recognize the true
value of Magma, a potential partner must sit down with management and study the
company from the inside. In addition, many of the interested parties, although
knowledgeable about power generation, are new the geothermal. As a consequence,
the education process will take some time.
"It is impossible to determine at this time how long this process will
take. We also cannot say that ultimately the board of directors will not
conclude that independence is the best alternative for shareholders, nor can we
guarantee that a transaction will be completed."
# # #
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The following information is provided pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended, and Rule 14a-12(a)(3) thereto. The
participants in the solicitation are Magma Power Company, the following
directors and others, who in the aggregate are deemed to beneficially own
approximately 2.1% of the outstanding common shares of Magma common stock: James
D. Shepard, Paul M. Pankratz, Thomas C. Hinrichs, Ralph W. Boeker, Louis A.
Simpson, John D. Roach, Roger L. Kesseler, Lester L. Coleman, William R. Knee,
Bent Petersen, and J. Pedro Reinhard, and Jon R. Peele, Wallace C. Dieckmann,
Kenneth J. Kerr, and Trond Aschehoug. No participant individually owns more
than 1% of the outstanding shares of Magma's common stock. Messrs. Kesseler,
Knee and Reinhard are employees of The Dow Chemical Company ("Dow"). Dow is the
beneficial owner of 5,032,430 shares of Magma's common stock, of which 4,000,005
shares are held in escrow to satisfy certain exchange rights under an existing
Dow note indenture. Dow retains the right to vote the shares placed in escrow.
In addition, the Company is a party to a technical services agreement with Dow
pursuant to which the Company has made payments for technical services in the
amounts of $575,000 for 1993 and has agreed to make payments of $550,000 for
1994 and thereafter in annual amounts reduced by $50,000 each year to $300,000
for 1999. The Company is also a party to an engineering and construction
management services agreement with Dow Engineering Company. The Company
believes that the technical services agreement and the engineering and
construction management services agreement are on terms at least as favorable to
the Company as would be available from an unaffiliated third party. Mr. Shepard
is a co-trustee of the B.C. McCabe Foundation (the "Foundation"), which
beneficially owns 2,752,641 shares of Magma's common stock. Mr. Shepard
disclaims beneficial ownership of such shares.
