-----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, nDWQUwk18oevBUA+JN/xqWEjVx9jrxElJxClqifnljfQvoEcnQ3hvJ8w0pLNNqp4 xWdlEWZoS+CKFhaPPiOeGQ== 0000950148-95-000014.txt : 19950607 0000950148-95-000014.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950148-95-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950119 SROS: NASD 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33882 FILM NUMBER: 95501949 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: BC MCCABE FOUNDATION CENTRAL INDEX KEY: 0000905373 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7624 SOUTH PAINTER AVENUE STE A CITY: WHITTIER STATE: CA ZIP: 90602 MAIL ADDRESS: STREET 1: 7624 SOUTH PAINTER AVE STREET 2: STE A CITY: WHITTIER STATE: CA ZIP: 90602 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 1) 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)(1) Magma Power Co. (NAME OF ISSUER) Common Stock (TITLE OF CLASS OF SECURITIES) 559194105 (CUSIP NUMBER) James D. Shepard, 7624 South Painter Avenue, Suite A Whittier, CA 90602 (310) 696-1433 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) January 9, 1995 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent hereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - ---------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 559194105 13D PAGE 2 OF 5 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS B.C. McCabe Foundation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 SOLE VOTING POWER 1,181,381 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,181,381 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,181,381 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.92% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 In accordance with Rule 13d-2(c) of the Securities Exchange Act of 1934 and Item 101(a)(2)(i) of Regulation S-T, the following items contained in the statement on Schedule 13D as filed by the B. C. McCabe Foundation with the Securities and Exchange Commission on April 5, 1993 are hereby amended and restated as follows: ITEM 1. SECURITY AND ISSUER Security: Common Stock Issuer: Magma Power Co. 4365 Executive Drive San Diego, CA 92121 ITEM 2. IDENTITY AND BACKGROUND Name: B. C. McCabe Foundation State of Organization: California Principal Business: Charitable Foundation Address of Principal Business: 7624 South Painter Avenue, Suite A Whittier, CA 90602 Address of Principal Offices: 7624 South Painter Avenue, Suite A Whittier, CA 90602 During the last five years, the B. C. McCabe Foundation has not been: (a) convicted in a criminal proceeding; or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. Page 3 of 5 Pages 4 ITEM 4. PURPOSE OF TRANSACTION The B. C. McCabe Foundation (the "Foundation") sold 1,571,260 shares of Common Stock of Magma Power Co. ("Magma") to California Energy Company, Inc. ("CECI") for $39.00 per share on January 9, 1995 in connection with CECI's recently completed tender offer for 51% of the Common Stock of Magma. Prior to the sale of shares to CECI, the Foundation held 11.9% of the outstanding Common Stock of Magma. As a result of the sale of shares to CECI, the Foundation now only holds 4.92% of the outstanding Common Stock of Magma. The Foundation intends to eventually liquidate the remainder of its holdings in Magma, which presently constitutes 1,181,381 shares. The Foundation has no intention with respect to the securities as to any material change in the control or organization of Magma. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER 1,181,381 shares (4.92%) The B. C. McCabe Foundation has sole voting and dispositive power with respect to all such shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. Page 4 of 5 Pages 5 After reasonable 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. B. C. MCCABE FOUNDATION Date: January 18, 1995 By: /s/ James D. Shepard ---------------------------- Signature James D. Shepard, Co-Trustee ---------------------------- Name/Title Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----