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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)(1)
Magma Power Co.
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
559194105
(CUSIP NUMBER)
James D. Shepard, 7624 South Painter Avenue, Suite A
Whittier, CA 90602 (310) 696-1433
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 9, 1995
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent hereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1 (a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 559194105 13D PAGE 2 OF 5
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
B.C. McCabe Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
1,181,381
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,181,381
PERSON WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,181,381
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.92%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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In accordance with Rule 13d-2(c) of the Securities Exchange Act of
1934 and Item 101(a)(2)(i) of Regulation S-T, the following items contained in
the statement on Schedule 13D as filed by the B. C. McCabe Foundation with the
Securities and Exchange Commission on April 5, 1993 are hereby amended and
restated as follows:
ITEM 1. SECURITY AND ISSUER
Security: Common Stock
Issuer: Magma Power Co.
4365 Executive Drive
San Diego, CA 92121
ITEM 2. IDENTITY AND BACKGROUND
Name: B. C. McCabe Foundation
State of
Organization: California
Principal
Business: Charitable Foundation
Address of
Principal
Business: 7624 South Painter Avenue, Suite A
Whittier, CA 90602
Address of
Principal
Offices: 7624 South Painter Avenue, Suite A
Whittier, CA 90602
During the last five years, the B. C. McCabe Foundation has not been:
(a) convicted in a criminal proceeding; or (b) party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in its
being subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
Page 3 of 5 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The B. C. McCabe Foundation (the "Foundation") sold 1,571,260 shares of
Common Stock of Magma Power Co. ("Magma") to California Energy Company, Inc.
("CECI") for $39.00 per share on January 9, 1995 in connection with CECI's
recently completed tender offer for 51% of the Common Stock of Magma. Prior to
the sale of shares to CECI, the Foundation held 11.9% of the outstanding Common
Stock of Magma. As a result of the sale of shares to CECI, the Foundation now
only holds 4.92% of the outstanding Common Stock of Magma. The Foundation
intends to eventually liquidate the remainder of its holdings in Magma, which
presently constitutes 1,181,381 shares. The Foundation has no intention with
respect to the securities as to any material change in the control or
organization of Magma.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
1,181,381 shares (4.92%)
The B. C. McCabe Foundation has sole voting and dispositive power with
respect to all such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 4 of 5 Pages
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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.
B. C. MCCABE FOUNDATION
Date: January 18, 1995 By: /s/ James D. Shepard
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Signature
James D. Shepard, Co-Trustee
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Name/Title
Page 5 of 5 Pages
