-----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, dptZpPXxB5eEUCkE26G5BU/Nhi02DaJZbxjICawCfFYiN7gx0jDToTxE9E5rqsiC /m8skuxqrvxD3DDijsz7gg== 0000899140-94-000103.txt : 19941104 0000899140-94-000103.hdr.sgml : 19941104 ACCESSION NUMBER: 0000899140-94-000103 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941102 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: 94557333 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.5 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 Amendment No. 5 (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 92520094 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 by Amendment Nos. 1, 2, 3 and 4, 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"), as amended by the Supplement to the Offer to Purchase, dated October 26, 1994 (the "Supplement"), and the related Letters of Transmittal (which together with the Offer to Purchase and the Supplement constitute the "Offer"). Item 10. Additional Information. The information set forth in Item 10(f) is hereby amended and supplemented by the following: On November 1, 1994, CECI issued a press release announcing that the Offer, the proration period and withdrawal rights have been extended and will now expire at midnight, New York City time, on Friday, December 2, 1994; a copy of such press release is attached hereto as Exhibit (a)(17) and incorporated herein by reference. On November 1, 1994, CECI issued a press release announcing the number of shares tendered pursuant to the Offer as of November 1, 1994; a copy of such press release is attached hereto as Exhibit (a)(18) and incorporated herein by reference. Item 11. Material to Be Filed as Exhibits. (a)(17) Text of Press Release, dated November 1, 1994, issued by California Energy Company, Inc. (a)(18) Text of Press Release, dated November 1, 1994, issued by California Energy Company, Inc. 3 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: November 2, 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 4 EXHIBIT INDEX Exhibit Page No. Description No. (a)(17) Text of Press Release, dated November 1, 1994, issued by California Energy Company, Inc. (a)(18) Text of Press Release, dated November 1, 1994, issued by California Energy Company, Inc. EX-99 2 EXHIBIT (A)(17) 1 EXHIBIT (a)(17) FOR IMMEDIATE RELEASE David L. Sokol - Chairman and Chief Executive Officer (402) 330-8900 Mark H. Harnett - MacKenzie Partners (212) 929-5877 CALIFORNIA ENERGY RESPONDS TO MAGMA; CONFIRMS PLAN TO CALL SPECIAL MEETING Omaha, Nebraska, November 1, 1994 - California Energy Company, Inc. (NYSE, PSE, LSE; CE) ("CECI") responded today to the announcement that the Board of Magma Power Company (NASDAQ: MGMA) ("Magma") has recommended that stockholders not accept CECI's pending cash tender offer for 51%, or 12,400,000 of Magma's shares at $38.50 net per share, which constitutes the first step in CECI's $38.50 per share acquisition proposal, consisting of a blended consideration of $28.50 per share in cash and $10.00 per share of CECI stock for all Magma shares. CECI indicated that the Magma Board's recommendation against CECI's offer had no impact on CECI's plan to call a special meeting of Magma's shareholders and proceed with its pending $38.50 per share cash tender offer. CECI also confirmed that it has established November 7, 1994 as the record date for its solicitation of requests to call a special meeting of Magma's shareholders to elect new members to Magma's Board of Directors who would take steps to enable Magma shareholders to freely choose whether to accept CECI's acquisition offer. CECI also stated that it was extending the expiration date of its pending cash tender to December 2, 1994. David L. Sokol, CECI's Chairman and Chief Executive Officer, stated: "We have received strong expressions of support and approval for our fully- financed acquisition proposal from Magma's stockholders. In order to determine whether Magma's stated decision to explore ways to maximize shareholder value is genuine or is just another delaying tactic, we believe that the process must be brought to a conclusion in a timely manner since it has already been over six (6) weeks since our initial offer and Goldman has not yet produced another bidder or feasible alternative for Magma's shareholders. Accordingly, we intend to conclude our request solicitation for the purposes of calling a special meeting of Magma's shareholders on December 2, 1994. By extending our tender offer until this date as well, we are giving Magma's shareholders five (5) additional weeks to review whether the company makes any legitimate progress in developing a feasible alternative to our offer which maximizes shareholder value rather than entrenches management. We do, however, reserve the right to reduce our offer in the event Magma inflicts damage upon itself or in any other way reduces the value of Magma's assets in the interim. In addition, Magma's Board and its shareholders should be aware that we have put our best offer on the table and we intend to withdraw our acquisition proposal if we have not signed a merger agreement with Magma or received sufficient written requests to call a special meeting by December 2, 1994. We look forward to engaging in discussions with the Magma Board or their advisors as soon as possible". 2 The Special Meeting Request Solicitation will be made only pursuant to definitive solicitation documents, which have been filed with the Securities and Exchange Commission and will be 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. # # # 92520095 EX-99 3 EXHIBIT (A)(18) 1 EXHIBIT (a)(18) CONTACT: Mark H. Harnett - MacKenzie Partners (212) 929-5877 FOR IMMEDIATE RELEASE: OMAHA, NE, November 1, 1994 -- California Energy Company, Inc. (NYSE, PSE, LSE:CE) ("CECI") announced today in connection with extending the expiration date of its cash tender offer for 51% or 12,400,000 shares of Magma Power Company to Friday, December 2, 1994, that, pursuant to technical requirements of the SEC, it is reporting that as of the close of business on November 1, 1994, approximately 596,580 shares had been validly tendered and not withdrawn pursuant to the offer. CECI indicated that having a nominal amount of shares tendered at this stage is considered to be customary. 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 325MW of power with an additional 300MW under construction. # # # 92520096 -----END PRIVACY-ENHANCED MESSAGE-----