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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Amendment No. 2
(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
(Title of Class of Securities)
0005591941
(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
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
California Energy Company, Inc.
94-2213782
2) Check Appropriate Box if a Member of a Group
(a) X
(b)
3) SEC Use Only
4) Source of Funds
WC, BK
5) Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(e) or 2(f)
6) Citizenship or Place of Organization
Delaware
7) Aggregate Amount Beneficially Owned By Each Reporting Person
12,600,000
8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
9) Percent of Class Represented By Amount in Row (7)
52.2%
10) Type of Reporting Person
CO
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CE Acquisition Company, Inc.
(applied for)
2) Check Appropriate Box if a Member of a Group
(a) X
(b)
3) SEC Use Only
4) Source of Funds
WC, BK
5) Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(e) or 2(f)
6) Citizenship or Place of Organization
Delaware
7) Aggregate Amount Beneficially Owned By Each Reporting Person
12,600,000
8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
9) Percent of Class Represented By Amount in Row (7)
52.2%
10) Type of Reporting Person
CO
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92520172
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 December 9, 1994, as amended
pursuant to Amendment No. 1, dated December 27, 1994, 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"), upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated December 9, 1994 (the "Offer to Purchase") and the
related Letter of Transmittal (which together with the Offer to Purchase
constitutes the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1 or the Offer to Purchase.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented as follows:
At 12:00 Midnight, New York City time, on January 9, 1995, the Offer
expired and the Purchaser accepted for payment 12,400,000 of such Shares
at the purchase price of $39.00 per Share in cash. In a press release
issued by CECI on January 10, 1995, CECI announced that approximately
21,844,999 Shares were properly tendered and not withdrawn pursuant to
the Offer. In a press release issued by CECI on January 18, 1995, CECI
announced the final results of proration for the Offer, pursuant to which
the Purchaser purchased from each tendering shareholder approximately
57.08% of all Shares validly tendered by such shareholder (with
adjustments to avoid the purchase of fractional Shares). Copies of such
press releases are filed as Exhibits (a)(10) and (a)(11) to the Schedule
14D-1 and are incorporated herein by reference.
Item 11. Material to Be Filed as Exhibits.
(a)(10) Text of Press Release, dated January 10, 1995, issued by
California Energy Company, Inc.
(a)(11) Text of Press Release, dated January 18, 1995, issued by
California Energy Company, Inc.
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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: February 2, 1995
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
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EXHIBIT INDEX
Exhibit Page
No. Description No.
(a)(10) Text of Press Release, dated January 10, 1995, issued by
California Energy Company, Inc.
(a)(11) Text of Press Release, dated January 18, 1995, issued by
California Energy Company, Inc.
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Exhibit (a)(10)
CONTACTS:
John G. Sylvia, Chief Financial Officer
Dale R. Schuster, Vice President
California Energy Company, Inc.
(402) 330-8900
or
Mark H. Harnett
James S. Protos
MacKenzie Partners, Inc.
(212) 929-5500
FOR IMMEDIATE RELEASE:
CALIFORNIA ENERGY PURCHASES 51%
OF MAGMA COMMON STOCK IN TENDER OFFER
AND ASSUMES OPERATING CONTROL OF MAGMA
OMAHA, NE, January 10, 1995 -- California Energy Company, Inc. ("CECI") (NYSE,
PSE, LSE: CE) announced today that its tender offer for 12,400,000 shares, or
approximately 51% of the common stock, par value $0.10 per share (the
"Shares"), of Magma Power Company (NASDAQ: MGMA) expired at 12:00 Midnight,
New York City time, on January 9, 1995, and that its wholly owned subsidiary,
CE Acquisition Company, Inc., has accepted for payment 12,400,000 Shares at
$39 per Share, which, together with the Shares already owned by CECI,
represent approximately 51% of Magma's common stock.
In accordance with the terms of the merger agreement, the current board of
directors of Magma (other than Ralph W. Boeker and Paul M. Pankratz) have been
replaced by six nominees of California Energy: David L. Sokol, Edgar D.
Aronson, Richard K. Davidson, Ben Holt, Richard R. Jaros and Walter Scott, Jr.
Messrs. Pankratz and Boeker have resigned as officers of Magma, and David L.
Sokol, Chairman, President and Chief Executive Officer of CECI, has been named
Chairman, President and Chief Executive Officer of Magma.
Approximately 21,844,999 Shares (including 3,069,794) Shares tendered pursuant
to guaranteed delivery procedures), or approximately 90.9% of the Shares
outstanding, were tendered prior to expiration of the offer, indicating a
preliminary proration factor of 56.8%. The final results of proration will be
announced as promptly as practicable.
As previously announced, on December 5, 1994, California Energy and Magma
entered into an agreement and plan of merger, pursuant to which CE Acquisition
Company, Inc. will be merged into Magma following consummation of the offer.
Pursuant to the merger agreement, any Magma shares not tendered in the offer
or already directly owned by California Energy will be converted, at the
option of CECI, into the right to receive either $38.50 per share
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in cash or a combination of cash and CECI common stock valued at $39 per
share. Following completion of the merger, CECI will own the entire equity
interest in Magma.
Following the merger, the combined company will have projected annual revenues
in excess of $400 million, its facilities will produce in excess of 545 MW of
power and it will have an additional 530 MW of power under construction. The
combined company will constitute the largest independent geothermal power
company in the world with operations in the U.S., Philippines and Indonesia.
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.
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 leasehold and fee interests in other parts of California
and Nevada. Magma is also currently constructing a power plant in the
Philippines with a total capacity of 231 MW.
# # #
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Exhibit (a)(11)
CONTACTS:
John G. Sylvia, Chief Financial Officer
Dale R. Schuster, Vice President
California Energy Company, Inc.
(402) 330-8900
or
Grace M. Cosachov
Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5500
FOR IMMEDIATE RELEASE:
CALIFORNIA ENERGY ANNOUNCES FINAL PRORATION RESULTS
FOR ITS TENDER OFFER OF MAGMA POWER COMPANY
OMAHA, NE, January 18, 1995 -- California Energy Company, Inc. (NYSE, PSE,
LSE: CE) announced the final results of proration for its tender offer for
12,400,000 shares of the common stock of Magma Power Company (NASDAQ:MGMA) at
$39.00 per share.
As previously announced, the offer expired at 12:00 midnight, New York City
time, on January 9, 1995. The period for the receipt by the Depositary of
shares tendered pursuant to notices of guaranteed delivery expired on Tuesday,
January 17, 1995. Based upon the final count by the Depositary, 21,723,157
shares were tendered and not withdrawn prior to the expiration of the offer.
Accordingly, California Energy Company, Inc. has purchased from each tendering
shareholder approximately 57.08% of all shares validly tendered by such
shareholder (with adjustments to avoid the purchase of fractional shares).
Purchased shares will be paid for promptly. All shares tendered and not
purchased by California Energy Company, Inc. will be promptly returned to the
tendering shareholders.
As previously announced, California Energy and Magma entered into an agreement
and plan of merger, pursuant to which any Magma shares not tendered in the
offer or already directly owned by California Energy will be converted, at the
option of California Energy, into the right to receive either approximately
$38.50 per share in cash or a combination of cash and California Energy common
stock valued at $39 per share. California Energy has announced its intention
to exercise the option to pay all cash for the remaining shares of Magma.
Following the merger, the combined company will have projected annual revenues
in excess of $400 million, its facilities will produce in excess of 545 MW of
power and it will have an additional 530 MW of power under construction. The
combined company will constitute the largest independent geothermal power
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company in the world with operations in the U.S., Philippines and Indonesia.
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.
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 leasehold and fee interests in other parts of California
and Nevada. Magma is also currently constructing a power plant in the
Philippines with a total capacity of 231 MW.
# # #
92520173
