Securities and Exchange Commission
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 to 15(d) of the
Securities Exchange Act 1934
Date of Report January 10, 1995
(Date of earliest event reported)
Magma Power Company
(Exact name of registrant as specified in its charter)
Nevada 0-10533 95-3604478
(State of other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4365 Executive Drive, Suite 900 San Diego, California 92121
(Address of principal executive offices) Zip Code
Registrant's Telephone Number, including area code:(619) 622-7800
N/A
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
Purchase of 51% of Magma Common Stock
On January 10, 1995, the Registrant announced that
California Energy Company, Inc.'s wholly owned subsidiary, CE
Acquisition Company, Inc., has accepted for payment 12,400,000
shares of the Registrant's common stock at $39 per share, which,
together with shares already owned by California Energy Company,
Inc., represent approximately 51% of the Registrant's common
stock. A copy of the press release issued by the Registrant is
set forth as Exhibit 1 hereto and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated January 10, 1995.
<PAGE>
SIGNATURE
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 hereunto duly authorized.
Magma Power Company
By: \s\ Douglas L. Anderson
Douglas L. Anderson
Assistant Secretary
Dated: January 11, 1995
FOR IMMEDIATE RELEASE
John G. Sylvia - Chief Financial Officer (619) 622-7800
Dale R. Schuster - Vice President (619) 622-7800
Magma Power Company
Mark H. Harnett - MacKenzie Partners, Inc. (212) 929-5500
James S. Protos - MacKenzie Partners, Inc. (212) 929-5500
CALIFORNIA ENERGY PURCHASES 51% OF MAGMA COMMON STOCK
IN TENDER OFFER AND ASSUMES OPERATING CONTROL OF MAGMA
OMAHA, NEBRASKA, January 10, 1995 -- Magma Power Company ("Magma")
(NASDAQ: MGMA) announced today that California Energy Company, Inc.'s
("CECI") (NYSE, PSE, LSE: CE) tender offer for 12,400,000 shares, or
approximately 51% of the common stock, par value $0.10 per share (the
"Shares"), of Magma expired at 12:00 Midnight, New York City time, on
January 9, 1995, and that CECI's 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 CECI: David L. Sokol,
Edgar D. Aronson, Richard K. Davidson, Ben Holt, Richard R. Jaros, and
Walter Scott, Jr. Messrs. Boeker and Pankratz 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, CECI 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 CECI will
be converted, at the option of CECI, into the right to receive either
$38.50 per share 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.
CECI 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 with an additional 300 MW under construction.
Magma is a leader in the geothermal industry. Magma 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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