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 6, 1995
(Date of earliest event reported)
California Energy Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9874 94-2213782
(State of other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
10831 Old Mill Road Omaha, Nebraska 68154
(Address of principal executive offices) Zip Code
Registrant's Telephone Number, including area code:(402) 330-8900
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
Registration Statement filed with SEC
On January 6, 1995, the Registrant announced it filed an S-3
Registration Statement to issue up to 16,670,000 shares of its
common stock in an underwritten public offering. A copy of the
press release issued by the Registrant is set forth as Exhibit 1
hereto and is incorporated herein by reference.
Purchase of 51% of Magma Common Stock
On January 10, 1995, the Registrant announced that its
wholly owned subsidiary, CE Acquisition Company, Inc., has
accepted payment for 12,400,000 shares of Magma Power Company
common stock at $39 per share, which, together with shares
already owned by Registrant, represent approximately 51% of
Magma's common stock. A copy of the press release issued by the
Registrant is set forth as Exhibit 2 hereto and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated January 6, 1995.
Exhibit 2 - 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 undersighed hereunto duly authorized.
California Energy Company, Inc.
By: \s\ Douglas L. Anderson
Douglas L. Anderson
Assistant Secretary
Dated: January 11, 1995
FOR IMMEDIATE RELEASE
David L. Sokol, Chairman & CEO (402) 330-8900
John G. Sylvia, Chief Financial Officer (402) 330-8900
California Energy Company
Mark H. Harnett - MacKenzie Partners, Inc. (212) 929-5877
CALIFORNIA ENERGY INTENDS TO ACQUIRE MAGMA FOR ALL CASH
AND FILES S-3 TO ISSUE UP TO 16,670,000 COMMON SHARES
THROUGH AN UNDERWRITTEN PUBLIC OFFERING
OMAHA, NE, January 6, 1995 -- California Energy Company, Inc.
("CECI") (NYSE, PSE, LSE: CE) filed an S-3 Registration Statement
with the Securities and Exchange Commission to issue up to
16,670,000 shares of its Common Stock in an underwritten public
offering. CECI will apply the net proceeds of the Common Stock
Offering together with borrowings under bank credit facilities and
general corporate funds to complete its acquisition of Magma Power
Company ("Magma") (NASDAQ: MGMA).
CECI commenced a tender offer on December 9, 1994, for
approximately 51% of Magma's shares at $39 net per share in cash
and the tender offer expires at midnight on January 9, 1995. CECI
currently intends to exercise its right to acquire the remaining
approximately 49% of Magma through a second step all cash merger at
approximately $38.50 per share in cash and will complete the Common
Stock Offering only if an all cash merger is consummated. If CECI
chooses not to consummate an all cash merger, it will acquire the
remaining shares in a combination of cash and CECI common stock as
provided for in the merger agreement.
The Common Stock Offering will be marketed in the United
States and internationally through underwriters led by CS First
Boston.
CECI is primarily engaged in the exploration for, and
development and operation of, environmentally responsible
independent power production facilities worldwide utilizing
geothermal or other energy resources. Magma is engaged in
operations similar to those of CECI. Following the completion of
the merger, CECI will be the largest independent geothermal power
producer in the world.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
# # #
<PAGE>
FOR IMMEDIATE RELEASE
John G. Sylvia - Chief Financial Officer (412) 330-8900
Dale R. Schuster - Vice President (412) 330-8900
California Energy 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 -- 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 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 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. # # #
