-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XA7pXsdfz9NJQhHSvMWztj/rmmrpJAg4puv/biXVkYEciWnqBQ3tDf0bmk+Lbukn P99d/JyjpPlo9TIQol+SHg== 0000899140-94-000093.txt : 19941024 0000899140-94-000093.hdr.sgml : 19941024 ACCESSION NUMBER: 0000899140-94-000093 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941021 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGMA POWER CO /NV/ CENTRAL INDEX KEY: 0000355878 STANDARD INDUSTRIAL CLASSIFICATION: 4991 IRS NUMBER: 953694478 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33882 FILM NUMBER: 94554513 BUSINESS ADDRESS: STREET 1: 4365 EXECUTIVE DR STE 900 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6196227800 MAIL ADDRESS: STREET 1: 4365 EXECUTIVE DR STE 900 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: MAGMA DEVELOPMENT CORP DATE OF NAME CHANGE: 19820519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA ENERGY CO INC CENTRAL INDEX KEY: 0000720556 STANDARD INDUSTRIAL CLASSIFICATION: 4961 IRS NUMBER: 942213782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 10831 OLD MILL RD STE 900 CITY: OMAHA STATE: NE ZIP: 68194 BUSINESS PHONE: 4023308900 MAIL ADDRESS: STREET 1: 10831 OLD MILL ROAD CITY: OMAHA STATE: NE ZIP: 68154 SC 14D1/A 1 AMENDMENT NO.2 1 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 (Including the Associated Preferred Share Purchase Rights) (Title of Class of Securities) 94-2213782 (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 2 92520082 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 October 6, 1994, as amended, 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"), and, if applicable, associated Preferred Share Rights (the "Rights"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 6, 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. Item 1. Security and Subject Company. The information set forth in Item 1(b) is hereby amended and supplemented by the following: On October 21, 1994, CECI issued a press release announcing that the Purchaser has increased the price per Share (and associated Right) to be paid pursuant to the Offer from $35 per Share (and associated Right) to $38.50 per Share (and associated Right), net to the seller in cash and without interest thereon; a copy of such press release is attached hereto as Exhibit (g)(4) and incorporated herein by reference. Upon the terms and subject to the conditions of the Offer (including, if the Offer is further extended or amended, the terms and conditions of any such extension or amendment), all stockholders whose Shares (and associated Rights) are validly tendered and not withdrawn in accordance with the procedures set forth in Section 4 of the Offer to Purchase on or prior to the Expiration Date (as hereinafter defined) will receive the increased price. The term "Expiration Date" means 12:00 midnight, New York City time, on Friday, November 4, 1994, unless and until the Purchaser, in its sole judgment, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the time and date at which the Offer, as so extended by the Purchaser, shall expire. Stockholders who have previously validly tendered and not withdrawn their Shares (and associated Rights) pursuant to the Offer are not required to take any further action in order to receive, upon the terms and subject to the conditions of the Offer, the increased price of $38.50 per Share (and associated Right) with respect to all Shares purchased pursuant to the Offer. 3 Item 4. Source and Amount of Funds or Other Consideration. The information set forth in Items 3(a)-(b) are hereby amended and supplemented by the following: As a result of the increase in the price per Share to be paid pursuant to the Offer, the Purchaser estimates that approximately $477.4 million will be required to purchase the 12,400,000 Shares sought pursuant to the Offer. The Purchaser estimates that approximately an additional $218 million will be required to effectuate the Proposed Merger. Item 10. Additional Information. The information set forth in Item 10(c) is hereby amended and supplemented by the following: The required waiting period under the Hart-Scott-Rodino Act (the "HSR Act") was terminated on October 20, 1994. The waiting period can now be extended only by court order or with the Purchaser's consent. Based on the termination of the waiting period, CECI issued a press release announcing the HSR Act clearance from the Federal Trade Commission and the Department of Justice; a copy of such press release ia attached hereto as Exhibit (g)(5) and incorporated herein by reference. Item 11. Material to Be Filed as Exhibits. (g)(4) Text of Press Release, dated October 21, 1994, issued by California Energy Company, Inc. (g)(5) Text of Press Release, dated October 21, 1994, issued by California Energy Company, Inc. 4 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: October 21, 1994 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 5 EXHIBIT INDEX Exhibit Page No. Description No. (g)(4) Text of Press Release, dated October 21, 1994, issued by California Energy Company, Inc. (g)(5) Text of Press Release, dated October 21, 1994, issued by California Energy Company, Inc. EX-99 2 EXHIBIT G(4) 1 EXHIBIT (g)(4) FOR IMMEDIATE RELEASE David L. Sokol - Chairman and Chief Executive Officer (402) 330-8900 Mark H. Harnett, Mackenzie Partners (212) 929-5755 CALIFORNIA ENERGY INCREASES ITS OFFER FOR MAGMA POWER TO $38.50 PER SHARE Omaha, Nebraska, October 21, 1994 -- California Energy Company, Inc. (NYSE, PSE, LSE: CE) ("CECI") announced today that it has increased its offer to purchase Magma Power Company to $38.50 per share, consisting of $28.50 per share in cash and $10.00 per share of CECI stock. In connection with this enhanced proposal, CECI has extended the expiration date of its pending cash tender offer for 51%, or 12,400,000 of Magma's shares to Friday, November 4, 1994 and has increased the cash price to $38.50 net per share. CECI also confirmed its intention to solicit consents to call a special meeting of Magma's shareholders to elect four new members to Magma's Board of Directors who would ensure that Magma gives proper consideration to this enhanced offer. CECI also announced it would commence a series of investor and shareholder presentations beginning Tuesday, October 25, 1994. These presentations would highlight to Magma shareholders the benefits of the CECI acquisition proposal. David L. Sokol, CECI's Chairman and Chief Executive Officer, stated: "We sincerely hope that Magma's Board of Directors will negotiate and sign a merger agreement with us so that all Magma shareholders can receive the benefits of our acquisition offer. In any event, we are now putting forth our best acquisition proposal, and are beginning a consent solicitation to provide Magma's shareholders the right to express their views directly on the merits of our proposal. We have increased the cash price of our Tender Offer which should provide Magma shareholders with an additional mechanism to communicate to Magma's Board their support of CECI's acquisition offer." 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. # # # EX-99 3 EXHIBIT G(5) 1 EXHIBIT (g)(5) FOR IMMEDIATE RELEASE David L. Sokol - Chairman and Chief Executive Officer (402) 330-8900 Mark H. Harnett - MacKenzie Partners, Inc. (212) 929-5877 CALIFORNIA ENERGY RECEIVES HART-SCOTT-RODINO CLEARANCE FOR MAGMA ACQUISITION OMAHA, NEBRASKA, October 21, 1994 -- California Energy Company, Inc. (NYSE, PSE and LSE: CE) ("CECI") announced today that its proposed acquisition of Magma Power Company (NASDAQ:MGMA) ("Magma"), has received Hart-Scott-Rodino clearance from the Federal Trade Commission and Department of Justice. David L. Sokol, California Energy's Chairman and Chief Executive Officer, stated: "As expected, we have received prompt antitrust clearance for the proposed acquisition. With this "green light" in hand, we plan to move forward expeditiously on the tender offer and solicitation to call a special meeting of Magma's shareholders." The Special Meeting Request Solicitation will be made only pursuant to definitive solicitation documents, which will be filed with the Securities and Exchange Commission and mailed to Magma stockholders. Gleacher & Co. Inc. is acting as Financial Advisor to California Energy and Dealer Manager in connection with the tender offer and request solicitation and MacKenzie Partners, Inc. is acting as the Information Agent for the tender offer and request solicitation. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----