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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 1995
CALIFORNIA ENERGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9874 94-2213782
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10831 Old Mill Road, Omaha, Nebraska 68194
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 402-330-8900
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events
On February 10, 1995, California Energy Company, Inc. (the "Registrant")
held a special meeting of stockholders to consider the following proposals
(the "Proposals"): (i) an amendment of the Registrant's Restated Certificate
of Incorporation to increase by 20,000,000 the number of shares of common
stock, par value $.0675, of the Registrant ("Common Stock") to be issued from
60,000,000 to 80,000,000 and (ii) the approval of the issuance of up to
17,000,000 shares of Common Stock to the holders of common stock of Magma
Power Company ("Magma") in connection with the pending acquisition of Magma by
the Registrant. On February 10, 1995, the Registrant issued a press release
announcing the approval of the Proposals by its stockholders; a copy of such
press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired: None.
(b) Pro forma financial information: None.
(c) Exhibit:
99.1 Press Release, dated February 10, 1995, issued by California
Energy Company, Inc.
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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 hereunto duly authorized.
CALIFORNIA ENERGY COMPANY, INC.
By: /s/ Douglas L. Anderson
Douglas L. Anderson
Assistant Secretary
February 13, 1995
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
John G. Sylvia - Chief Financial Officer (402) 330-8900
Dale R. Schuster - Vice President (402) 330-8900
James S. Ptoros - MacKenzie Partners (212) 929-5500
CALIFORNIA ENERGY SHAREHOLDERS APPROVE PROPOSALS FOR
ACQUISITION OF BALANCE OF MAGMA POWER'S PUBLICLY HELD SHARES
OMAHA, NE, February 10, 1995 -- California Energy Company, Inc. ("CECI")
(NYSE, PSE, LSE:CE) announced today that its shareholders at a special meeting
this morning approved proposals relating to the acquisition by merger of the
remaining 49% of Magma Power Company (NASDAQ: MGMA) that was not acquired by
CECI in a tender offer that expired on January 9, 1995.
Approval of the proposals authorizes California Energy to proceed with
its planned public offering of 16,670,000 shares to facilitate its stated
preference of acquiring the remaining Magma shares through a second-step all-
cash merger at approximately $38.50 per share.
As previously announced, on December 5, 1994, California Energy and
Magma entered into an agreement and plan of merger, pursuant to which CECI
acquired 51% of Magma in a cash tender offer at $39.00 per share and at its
option would acquire the balance either for approximately $38.50 per share in
cash or for $39.00 per share in cash and stock.
Following the merger, 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.
California Energy's public offering is being made solely by the
registration statement which has been filed with the Securities and Exchange
Commission but which has not yet become effective. The securities to be sold
in the public offering 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 by 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.
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CALIFORNIA ENERGY COMPANY
10834 OLD MILL ROAD, OMAHA, NEBRASKA 68154 (402)330-8900
FAX: (402)330-9888
