-----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, q3FBIzhfwNCdbNOThMPOKGYd55FyRI5jxl1ECW34EcJrFSCurumEldpTCMLrSukm gvohN1PrzvRMQBk0x6eZRw== 0000899140-95-000010.txt : 19950203 0000899140-95-000010.hdr.sgml : 19950203 ACCESSION NUMBER: 0000899140-95-000010 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950202 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGMA POWER CO /NV/ CENTRAL INDEX KEY: 0000355878 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [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: 95504966 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: STEAM & AIR CONDITIONING SUPPLY [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 (Title of Class of Securities) 0005591941 (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 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person California Energy Company, Inc. 94-2213782 2) Check Appropriate Box if a Member of a Group (a) X (b) 3) SEC Use Only 4) Source of Funds WC, BK 5) Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(e) or 2(f) 6) Citizenship or Place of Organization Delaware 7) Aggregate Amount Beneficially Owned By Each Reporting Person 12,600,000 8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares 9) Percent of Class Represented By Amount in Row (7) 52.2% 10) Type of Reporting Person CO 3 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CE Acquisition Company, Inc. (applied for) 2) Check Appropriate Box if a Member of a Group (a) X (b) 3) SEC Use Only 4) Source of Funds WC, BK 5) Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(e) or 2(f) 6) Citizenship or Place of Organization Delaware 7) Aggregate Amount Beneficially Owned By Each Reporting Person 12,600,000 8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares 9) Percent of Class Represented By Amount in Row (7) 52.2% 10) Type of Reporting Person CO 4 92520172 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 December 9, 1994, as amended pursuant to Amendment No. 1, dated December 27, 1994, 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"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 9, 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 or the Offer to Purchase. Item 10. Additional Information. Item 10(f) is hereby amended and supplemented as follows: At 12:00 Midnight, New York City time, on January 9, 1995, the Offer expired and the Purchaser accepted for payment 12,400,000 of such Shares at the purchase price of $39.00 per Share in cash. In a press release issued by CECI on January 10, 1995, CECI announced that approximately 21,844,999 Shares were properly tendered and not withdrawn pursuant to the Offer. In a press release issued by CECI on January 18, 1995, CECI announced the final results of proration for the Offer, pursuant to which the Purchaser purchased from each tendering shareholder approximately 57.08% of all Shares validly tendered by such shareholder (with adjustments to avoid the purchase of fractional Shares). Copies of such press releases are filed as Exhibits (a)(10) and (a)(11) to the Schedule 14D-1 and are incorporated herein by reference. Item 11. Material to Be Filed as Exhibits. (a)(10) Text of Press Release, dated January 10, 1995, issued by California Energy Company, Inc. (a)(11) Text of Press Release, dated January 18, 1995, issued by California Energy Company, Inc. 5 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: February 2, 1995 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 6 EXHIBIT INDEX Exhibit Page No. Description No. (a)(10) Text of Press Release, dated January 10, 1995, issued by California Energy Company, Inc. (a)(11) Text of Press Release, dated January 18, 1995, issued by California Energy Company, Inc. EX-99 2 EXHIBIT (A)(10) 1 Exhibit (a)(10) CONTACTS: John G. Sylvia, Chief Financial Officer Dale R. Schuster, Vice President California Energy Company, Inc. (402) 330-8900 or Mark H. Harnett James S. Protos MacKenzie Partners, Inc. (212) 929-5500 FOR IMMEDIATE RELEASE: CALIFORNIA ENERGY PURCHASES 51% OF MAGMA COMMON STOCK IN TENDER OFFER AND ASSUMES OPERATING CONTROL OF MAGMA OMAHA, NE, 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 2 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 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. # # # EX-99 3 EXHIBIT (A)(11) 1 Exhibit (a)(11) CONTACTS: John G. Sylvia, Chief Financial Officer Dale R. Schuster, Vice President California Energy Company, Inc. (402) 330-8900 or Grace M. Cosachov Mark H. Harnett MacKenzie Partners, Inc. (212) 929-5500 FOR IMMEDIATE RELEASE: CALIFORNIA ENERGY ANNOUNCES FINAL PRORATION RESULTS FOR ITS TENDER OFFER OF MAGMA POWER COMPANY OMAHA, NE, January 18, 1995 -- California Energy Company, Inc. (NYSE, PSE, LSE: CE) announced the final results of proration for its tender offer for 12,400,000 shares of the common stock of Magma Power Company (NASDAQ:MGMA) at $39.00 per share. As previously announced, the offer expired at 12:00 midnight, New York City time, on January 9, 1995. The period for the receipt by the Depositary of shares tendered pursuant to notices of guaranteed delivery expired on Tuesday, January 17, 1995. Based upon the final count by the Depositary, 21,723,157 shares were tendered and not withdrawn prior to the expiration of the offer. Accordingly, California Energy Company, Inc. has purchased from each tendering shareholder approximately 57.08% of all shares validly tendered by such shareholder (with adjustments to avoid the purchase of fractional shares). Purchased shares will be paid for promptly. All shares tendered and not purchased by California Energy Company, Inc. will be promptly returned to the tendering shareholders. As previously announced, California Energy and Magma entered into an agreement and plan of merger, pursuant to which any Magma shares not tendered in the offer or already directly owned by California Energy will be converted, at the option of California Energy, into the right to receive either approximately $38.50 per share in cash or a combination of cash and California Energy common stock valued at $39 per share. California Energy has announced its intention to exercise the option to pay all cash for the remaining shares of 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 2 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. # # # 92520173 -----END PRIVACY-ENHANCED MESSAGE-----