SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20559
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
AMENDMENT #1
For Quarter Ended June 30, 1994 Commission file number: 0-10533
MAGMA POWER COMPANY
(Exact name of registrant as specified in its charter)
NEVADA 95-3694478
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
4365 Executive Drive, Suite 900, San Diego, CA. 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619)622-7800
Not applicable
(Former name, former address and former fiscal year if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO .
24,027,080 shares of Magma Power Company common stock, par value $.10 per
share, were outstanding at June 30, 1994.
The total number of pages in this report is 17.
<PAGE> 1
The amended Form 10-Q for the period ended June 30, 1994 is being
submitted in order to correct formating errors in the EDGAR transmited
document. All information contained in the originally filed document is
unchanged.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The consolidated balance sheets of Magma Power Company and its
subsidiaries as of June 30, 1994 and December 31, 1993, the
consolidated statements of operations for the six months ended June 30,
1994 and 1993, and cash flows for the six months ended June 30, 1994 and
1993, and the notes thereto, appear on page 4 through 8 of this report.
The unaudited interim financial statements reflect all adjustments
(consisting of normal recurring accruals) which, in the opinion of
management, are considered necessary for a fair presentation of the
results of the periods covered.
<PAGE> 3
MAGMA POWER COMPANY ANDSUBSIDIARIES CONSOLIDATED
BALANCE SHEET
(Dollars in thousands)
June 30, December 31,
1994 1993
(Unaudited)
ASSETS
Current Assets
Cash $ 2,717 $ 18,017
Marketablesecurities 36,367 32,086
Partnership cash and market ablesecurities 25,069 22,919
Accounts receivable:
Trade 29,024 18,199
Other 18,449 14,073
Prepaid expenses and other assets 11,615 11,922
-------- --------
Total Current Assets 123,241 117,216
Land 6,308 6,225
Property plant and equipment, net of
accumulated depreciation of $61,586 and
$53,166, respectively 259,256 265,215
Exploration and development costs, net of
accumulated amortization of $16,207 and
$13,682, respectively 106,308 107,069
Acquisition and new project costs 22,575 13,721
Other investments 44,892 47,642
Power purchase contracts, net of
accumulated amortization of $1,527
and $946, respectively 21,604 22,185
Other assets and deferred charges 25,773 22,762
Goodwill, net of accumulated amortization
of $2,326 and $2,122, respectively 9,095 9,276
-------- --------
$ 619,052 $ 611,311
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable $ 8,655 $ 7,235
Accrued and other liabilities 1,816 3,463
Current portion of loans payable 39,668 36,799
-------- --------
Total Current Liabilities 50,139 47,497
-------- --------
Loans payable 169,880 189,209
Deferred income taxes 11,784 11,387
Other long-term liabilities 11,834 11,300
-------- --------
Total Non-Current Liabilities 193,498 211,896
-------- --------
Shareholders' Equity
Preferred stock, $.10 par value,
1,000,000 shares authorized, none
issued and outstanding
Common stock, $.10 par value, 30,000,000
shares authorized, issued and outstanding
24,027,080 and 23,989,763 shares,
respectively 2,400 2,399
Additional paid-in capital 145,457 144,996
Unrealized gains (losses) from marketable
securities (378) 583
Retained earnings 227,936 203,940
-------- --------
Total Shareholders' Equity 375,415 351,918
-------- --------
$ 619,052 $ 611,311
======== ========
The accompanying notes are an integral part of these statements.
<PAGE> 4
MAGMA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
(Unaudited)
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
1994 1993 1994 1993
REVENUES
Sales of electricity $ 39,902 $ 38,332 $ 73,494 $ 53,645
Royalties 4,561 4,989 9,434 9,316
Interest and other income 1,381 733 2,466 2,729
Management services 958 954 1,827 1,776
------- ------- ------- -------
46,802 45,008 87,221 67,466
------- ------- ------- -------
COSTS AND EXPENSES
Plant operating costs 13,494 14,299 28,485 22,218
Depreciation and
amortization 5,952 6,017 11,862 9,075
Other non-plant costs 114 113 265 283
General and administrative 2,998 2,520 5,872 4,559
Interest incurred 3,125 2,711 5,961 4,157
------- ------- ------- -------
25,683 25,660 52,445 40,292
------- ------- ------- -------
Income from operations 21,119 19,348 34,776 27,174
Provision for income taxes 6,480 5,809 10,782 8,158
------- ------- ------- -------
Net income $ 14,639 $ 13,539 $ 23,994 $ 19,016
======= ======= ======= =======
INCOME PER COMMON SHARE
Assuming no dilution $ 0.61 $ 0.56 $ 1.00 $ 0.79
======= ======= ======= =======
AVERAGE COMMON SHARES OUTSTANDING
Assuming no dilution 24,022 24,076 24,011 24,007
------- ------- ------- -------
The accompanying notes are an integral part of these statements.
<PAGE> 5
MAGMA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash
(Dollars in thousands)
(Unaudited)
For the Six Month Ended
June 30,
1993 1994
Cash Flows From Operating Activities
Net income $ 23,994 $ 19,016
-------- -------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 11,862 9,075
Transmission credits realized 1,469 1,053
Other, net 2,782 (806)
Changes in components of working capital:
Accounts receivable (15,201) (16,918)
Partnership cash and marketable securities (2,150) 2,265
Prepaid expenses and other assets (1,485) (3,096)
Accounts payable and accrued liabilities 4,068 5,997
Accrued interest payable (746) 778
Income taxes payable (3,549) 4,579
Deferred taxes from operations 820 1,566
------- -------
Total adjustments (2,130) 4,493
------- -------
Net cash provided by operating activities 21,864 23,509
------- -------
Cash Flows From Investing Activities
Proceeds from the sale of investments 113,586 160,577
Purchase of investments (118,231) (89,816)
Capital expenditures (6,453) (4,632)
Power plant acquisition costs -- (215,274)
New project development costs (6,887) (5,468)
Other, net (916) (3,275)
------- -------
Net cash used in investing activities (18,901) (157,888)
------- -------
Cash Flows From Financing Activities
Repayment of loans payable (145,750) (5,486)
Borrowing from banks 130,000 140,000
Loan fees (3,225) --
Proceeds from the issuance of common stock 462 2,519
Other, net 250 191
------- -------
Net cash provided (used) by financing activities (18,263) 137,224
------- -------
Net increase (decrease) in cash (15,300 2,845
Cash at beginning of period 18,017 2,106
------- -------
Cash at end of period $ 2,717 $ 4,951
======= =======
The accompanying notes are an integral part of these statements.
<PAGE> 6
MAGMA POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
Note 1. Summary of Significant Accounting Policies:
Basis of Consolidation - The consolidated financial statements
present the assets, liabilities, revenues, costs and expenses of
Magma Power Company (the "Company"), its 100%-owned subsidiaries
and its proportionate share of partnerships in which the Company
has invested. All significant intercompany transactions and
accounts have been eliminated.
Note 2. Loans Payable:
Loans payable consisted of the following:
June 30, December 31,
1994 1993
Pro-rata share of partnership
non-recourse debt $ 69,991 $ 75,149
Bridge loan -- 140,000
Salton Sea debt 130,000 --
Other loans 9,557 10,859
------- -------
209,548 226,008
Less amounts due within one year 39,668 36,799
------- -------
Loans payable due after one year $ 169,880 $ 189,209
======= =======
Loans payable at June 30, 1994 and December 31, 1993 included the
Company's pro-rata share of the debt of the Del Ranch, L.P.,
Elmore, L.P., and Leathers, L.P. partnerships. The partnership
loans are non-recourse to Magma Power Company and subsidiaries,
however, it is collateralized by substantially all of the assets
of these partnerships.
<PAGE> 7
On March 19, 1993, Magma entered into a $140 million unsecured
one-year term loan ("Bridge Loan") with a group of commercial
banks. Proceeds from the loan were used to finance the
acquisition of the Salton Sea Plants from Unocal. On February
28, 1994, the Company replaced the Bridge Loan with a
$130,000,000 non-recourse project level loan which is
collateralized by substantially all of the assets and power
purchase contracts of the newly acquired Salton Sea Plants. A
secured credit agreement with a group of international banks,
with Credit Suisse as the agent bank, provides for direct loans
at LIBOR plus 1.25%. Restrictions in the secured credit
agreement place limits on distribution of cash from the Salton
Sea Plants to the Company.
Note 3. Deferred Income Taxes:
Deferred income taxes as of June 30, 1994 and December 31, 1993
represent estimated income taxes payable in the future years as
determined in accordance with SFAS 109 "Accounting for Income
Taxes."
Note 4. Net Income per Common Share:
The calculation of primary earnings per common share is based on
the weighted average number of outstanding common shares. In
computing primary earnings per common share, adjustment has been
made for common shares issuable for shares under option.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Operations and development activities have been financed with working
capital, the sale of Company Common Stock for cash and services, and loans
from commercial banks. The Company has geothermal projects in the development
stage, both domestic and international, which it intends to finance with
a combination of Company supplied equity and non-recourse project debt.
These development stage projects will require significant equity
contributions from the Company during the next five years. The Company
believes that its cash reserves, augmented by cash flow from its current
operations, and unsecured corporate loans will be sufficient to fund these
equity contributions.
On February 28, 1994 the Company repaid a $140,000,000 Bridge Loan used in
acquiring assets from Unocal, utilizing both Company cash and the proceeds
from a non-recourse project level six-year term loan of $130,000,000 (the
"Term Loan") collateralized by substantially all of the assets and power
purchase contracts of the three Salton Sea Plants acquired from Unocal. In
addition, a $5,000,000 working capital line of credit has been provided to
the subsidiaries owning the plants by two of the banks participating in the
Term Loan. No loans against the working capital line of credit have been
made.
Cash and marketable securities at June 30, 1994 totaled $64,153,000 of
which $39,084,000 was available for general corporate use. The remainder
of $25,069,000 is Magma's share of the cash and marketable securities of
the four separate partnerships which are jointly owned by the Company and
Mission Energy Company (the "Magma Partnerships") which own the Vulcan,
Hoch, Elmore and Leathers geothermal power plants (the "Partnership
Plants"), and the cash and marketable securities of the Company's "Salton
Sea Partnerships" which own the three Salton Sea plants acquired from
Unocal (the "Salton Sea Plants"). Certain portions of these funds are
earmarked for the working capital needs of the plants. In addition, the
secured credit agreements for three of the Magma Partnerships and the Term
Loan for the Salton Sea Plants place limits on distributions of cash.
Non-current investments at June 30, 1994, totaled $44,892,000 consisting of
$31,468,000 in marketable securities with maturities greater than one year
and $13,424,000 of other investments, which are not liquid.
At June 30, 1994, long-term obligations (including amounts currently due)
were $209,548,000, a $16,460,000 decrease over year end 1993. The decrease
reflects the $10,000,000 debt reduction that occurred on February 28, 1994
when the $140,000,000 Bridge Loan was replaced with the Term Loan and the
principal reduction of $5,158,00 in the Company's pro-rata share of
partnership debt. Magma Partnership debt and the Term Loan are non-recourse
to Magma Power Company and its subsidiaries. The ratio of debt to debt
plus-equity at June 30, 1994 (inclusive of non-recourse debt) was 37
percent compared to 40 percent at December 31, 1993. The Company has an
unused and available line of credit with Morgan Guaranty Trust Company of
$25,000,000 at June 30, 1994.
<PAGE> 9
Six of the seven geothermal power plants operated by the Company sell
electricity to Southern California Edison ("SCE") under Interim Standard
Offer No.4 "ISO4" long-term power purchase contracts. Each ISO4 contract
provides for both capacity payments and energy payments. The capacity
payments remain constant throughout the life of each ISO4 contract. During
the first 10 years of operation (the "Initial Term"), the energy payments
are fixed pursuant to the terms of the ISO4 contract. Thereafter, the
energy payments are SCE's then-current published avoided cost of energy.
In 1994 the time period weighted average price for energy for the six
plants combined is approximately 10.6 cents per kWh. For June 1994,
SCE's avoided cost of energy was 2.4 cents per kWh. Estimates of SCE's
future avoided cost of energy vary substantially, but it is
expected to remain substantially below such contract energy prices.
Thus, the revenues generated by each of the Company's six plants operating
under ISO4 contracts are likely to decline significantly after their
respective initial terms expire. Such decline could have a material adverse
effect on the Company's results of operation. The initial terms expire in
1996 as to 34 megawatts of nameplate generation, in 1999 for 126 megawatts
of nameplate generation and in 2000 for the remaining 58 megawatts of
nameplate generation under ISO4 contracts.
The seventh and smallest plant (approximately 10 megawatts) sells
electricity to SCE under a negotiated power purchase contract (the
"Negotiated Contract"). The energy payment under the Negotiated Contract
was 4.8 cents per kWh in the second quarter of 1994. The capacity payment
was approximately 1.7 cents per kWh in the second quarter of 1994. Both the
energy and capacity payments escalate quarterly based on a basket of indices
for the 30-year term of the Negotiated Contract.
The Company's strategy is to mitigate the adverse impact of future lower
energy pricing through expansion of its core business of producing
electricity with geothermal resources, both through development of new
projects in the United States and abroad, through strategic acquisitions
and cost reduction strategies. However, competition for power purchase
contracts is intense and any contracts the Company is able to secure in the
future, whether in the United States or abroad, are likely to be on terms
and conditions that are less favorable than those provided in the Company's
current ISO4 contracts.
Other than as described above, the Company is not aware of any trends or
demands, events or uncertainties that would result in or that are
reasonably likely to result in, a material change in the Company's
liquidity or capital resources.
Results of Operations
<PAGE> 10
Second Quarter 1994 Compared to Second Quarter 1993.
Revenues
Total revenues for the second quarter of 1994 were up $1,794,000 or 4% to
$46,802,000 as compared to $45,008,000 for the same period last year. This
increase was made up primarily of an increase in the sales of electricity.
Sales of Electricity
Revenues from the sale of electricity increased $1,570,000 in the second
quarter of 1994 to $39,902,000. The revenue gain was due to an increase
in "energy" payments reflecting a 7.9% increase in the price paid for
"energy" under four of the Company's six ISO4 contracts and a 4% increase
in the number of kilowatts produced. The "capacity" payments received by
all plants were essentially unchanged during the period.
During the second quarter of 1994 and 1993, the combined "contract" and
"nameplate" capacity factors of the Magma Partnership Plants are shown in
the table below:
Second Quarter
1994 1993
Total Kilowatt Hours produced
(kWh amounts in 000s) 345,217 330,580
Contract Capacity Factor(1) 120.2% 115.1%
Nameplate Capacity Factor(1) 106.8% 102.3%
(1) Does not exclude scheduled maintenance hours. Calculation is based on
a 91 day (2,184 hour) second quarter.
During the second quarter of 1994, the "contract" and "nameplate" capacity
factors of the three Salton Sea Plants combined are as shown in the table
below:
Second Quarter
1994 1993
Total Kilowatt Hours produced
(kWh amounts in 000s) 156,700 160,222
Contract Capacity Factor(1) 99.0% 101.2%
Nameplate Capacity Factor(1) 90.0% 91.9%
(1) Does not exclude scheduled maintenance hours. Calculation is based on
a 91-day (2,184 hours) second quarter.
Interest and Other Income
Interest and other income increased $648,000, an 88% increase compared to
interest and other income for the same period of the prior year, primarily
due to higher investment earnings, reflecting the significantly higher cash
balances available for investment. Cash available for investment during
the same period of the prior year was low due to the use of cash in
connection with the acquisition of the Salton Sea Plants from Unocal.
<PAGE> 11
Costs and Expenses
In the second quarter of 1994, total costs and expenses were $25,683,000
compared to costs and expenses for the same period in 1993 of $25,660,000.
While total costs and expenses were virtually the same in both periods, the
component of total costs were different. A decrease in plant operating
costs of $805,000 was offset by increases of $478,000 in general and
administrative expense and $414,000 in interest expense.
The decrease in plant operating costs primarily reflects the increased
efficiencies resulting from the integration of the Magma and Unocal
operations.
The $478,000 increase in general and administrative costs reflects the
Company's continued devotion of more of its resources towards expansion of
business development activities by increasing staff and support services to
facilitate the planned growth of the Company.
The $414,000 increase in interest expense reflects the effect of higher
borrowing costs due to higher market interest rates. Currently,
approximately 83% of the company's consolidated debt is floating rate debt.
Net Income
Net income was 8% higher at $14,639,000 in the second quarter of 1994 as
compared to $13,539,000 in the corresponding period of the prior year. The
increase in net income reflects the higher ISO4 electricity revenues
received by the Partnership Plants, increased interest income, and the
decrease in plant operating costs which was offset, in part, by increases
in general and administrative expense and interest expense.
Six Months Ended June 30, 1994 Compared to
Six Months Ended June 30, 1993
Revenues
Total revenues for the first six months of 1994 were up $19,755,000 or 29%
to $87,221,000 as compared to $67,466,000 for the same period of the prior
year. This increase was made up of an increase in the sales of electricity
and an increase in royalties received offset by a decrease in interest and
other income.
<PAGE> 12
Sales of Electricity
Revenues from the sale of electricity increased $19,849,000 in the first
six months of 1994 to $73,494,000 primarily due to the inclusion of the
revenues of the Salton Sea Plants for the full six months of 1994. The
Salton Sea Plants contributed $15,899,000 of the revenue gain. The balance
of the revenue gain of $3,950,000 was produced by the four Partnership
Plants and consisted of a 7% increase in the megawatt hours delivered and
an increase in the price paid for "energy" under their ISO4s with SEC. The
annual time period weighted average price of "energy" under the Partnership
Plants ISO4s increased 7.9% in 1994 to 10.9 cents per kWh. The "capacity"
payments received by all plants were essentially unchanged during the first
half of 1994 compared to 1993.
The combined "contract" and "nameplate" capacity factors of the
Partnership Plants are shown in the table below:
First Six Months Fiscal Year
1994 1993 1993
Total Kilowatt Hours produced
(kWh amounts in 000s) 665,100 619,700 1,305,700
Contract Capacity Factor(1) 116.4% 108.5% 113.3%
Nameplate Capacity Factor(1) 103.5% 96.4% 100.7%
(1) Does not exclude scheduled maintenance hours. Calculation is based on
a 181 day (4,344 hour) first half in 1994 and 1993.
The combined "contract" and "nameplate" capacity factors of the three
Salton Sea Plants during the period are shown in the table below:
Six Months Nine Months
1994 1993
Total Kilowatt Hours produced
(kWh amounts in 000s) 312,645 495,800
Contract Capacity Factor(1) 103.6% 99.3%
Nameplate Capacity Factor(1) 94.1% 90.2%
(1) Does not exclude scheduled maintenance hours. Calculation is based on
a 181-day (4,344 hours) first half in 1994 and a nine month period (6600
hours) ended December 31, 1993.
Interest and Other Income
Interest and other income decreased $263,000, a 10% decrease compared to
interest income for the same period of the prior year, primarily due to
lower investment earnings, reflecting the lower short-term interest rate
environment.
<PAGE> 13
Costs and Expenses
In the first six months of 1994, total costs and expenses increased
$12,153,000, a 30% increase, compared to costs for the same period in 1993.
This increase was composed primarily of a $6,267,000 increase in plant
operating costs, a $2,787,000 increase in depreciation, a $1,313,000
increase in general and administrative expense, and a $1,804,000 increase
in interest expense. The increase in plant operating costs and depreciation
primarily reflects the cost of operating the Salton Sea Plants for six
months in 1994 compared to three months in 1993.
The $1,313,000 increase in general and administrative costs reflects the
Company's continued devotion of more of its resources towards expansion of
business development activities by increasing staff and support services to
facilitate the planned growth at the Company.
The $1,804,000 increase in interest expense over the corresponding period
of 1994 reflects the increased cost of borrowings to finance the
acquisition of the Salton Sea Plants. Interest expense related to the
Partnership Plants declined as a result of lower partnership weighted
average borrowings during the first six months of 1994 as compared to the
same period of the prior year .
Provision for Income Taxes
The Company's effective tax rate in the first six months of 1994 increased
to 31 percent from the 1993 rate of 30 percent due to higher profitability
in 1994, as a result of the acquired Salton Sea Plants. In addition, the
tax effect of permanent differences, which include depletion deductions,
are diluted relative to higher operating profits.
Net Income
Net income was 26% higher at $23,994,000 for the first six months of 1994
as compared to $19,016,000 in the corresponding period of the prior year.
The increase in net income reflects the addition of the earnings of the
Salton Sea Plants for six months in 1994 compared to three months in 1993
as well as the higher ISO4 electricity revenues received by the Partnership
Plants.
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Richard Antunez v. Magma Power Company, et al. On December 11, 1992, a law
suit was filed against Magma, Dow Engineering Company ("DEC"), Gulf States,
Inc. and Coastal Conveyor Systems, Inc. by Richard Antunez, a former
employee of Red Hill Geothermal, Inc. (now Magma Operating Company) who was
injured while working at the plant owned by Leathers, L.P. The primary
contention of plaintiff is that the conveyor belt equipment he was working
on when injured was designed and/or constructed in violation of OSHA
requirements and/or without regard to the safety of the individuals
required to use the equipment. Coastal Conveyor Systems, Inc.
manufactured the conveyor belt system. Gulf States, Inc. erected the
conveyor belt system at the Leathers Facility, and DEC designed the
facility and supervised construction under contract with Magma. The
plaintiff alleges that Magma participated in the design and construction of
the facility. In a statement filed with the court in mid-1993 the plaintiff
claimed special damages of $750,000 and general damages of $3.5 million.
However, Mr. Antunez's attorneys have indicated an intention to increase
the total of such claimed damages to $10 million. At the time of the
incident, Magma was insured under a policy of general liability insurance
issued by Lloyd's Underwriters but Lloyd's has denied coverage. The Company
is contesting this denial. In the event Magma is found to have any
liability to Mr. Antunez, it is possible Magma Power Company will be
entitled to be indemnified by DEC or others. The Company believes that
the complaint against Magma is without merit but no assurances can be given
as to the resolution of this matter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1994 Annual Meeting of Stockholders of Magma Power Company was held
on June 21, 1994 at 10:30 a.m. at the Marriott-La Jolla, 4250 La Jolla
Village Drive, San Diego, California.
The record date for the meeting was April 25, 1994 and there were a total
number of 24,011,379 shares of the Company's common stock issued and
outstanding and entitled to vote at the meeting. There were present at the
meeting, in person or by proxy, the holders of 20,426,386 common shares,
representing 85% of the total number of shares outstanding and entitled to
vote at the meeting, such percentage representing a quorum.
<PAGE> 15
PROPOSAL ONE: The election of the Directors of the Company
The results of the voting for each of the proposals are as follows:
Total Shares Total Shares
Name Voted For Withheld
Lester L. Coleman 20,297,137 (99%) 129,249
William R. Knee 20,287,137 (99%) 139,249
John D. Roach 20,304,482 (99%) 121,904
PROPOSAL TWO: Approval of the adoption of the 1994 Equity Participation
Plan of the Company
For: 16,264,650
Against: 3,627,422
Abstain: 347,492
Percent of Votes Cast: 81.8
Broker Non-Votes: 186,822
PROPOSAL THREE: Ratification of the selection of Coopers & Lybrand as the
Company's auditors for the fiscal year ending December 31, 1994
For: 20,359,189
Against: 17,122
Abstain: 50,075
Percent of Votes Cast 99.9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
10.104 The 1994 Equity Participation Plan.
(b) Reports on Form 8-K: There were no Form 8-K's filed during the three
months ended June 30, 1994.
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MAGMA POWER COMPANY
(Registrant)
Date: December 21, 1994 s/Jon R. Peele,
Jon R. Peele,
Executive Vice President,
Secretary and General Counsel
Date: December 21, 1994 s/Wallace C. Dieckmann
Wallace C. Dieckmann
Vice President, Chief Financial Officer
<PAGE> 17
