6
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20559
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1994 Commission file number: 0-
10533
MAGMA POWER COMPANY
(Exact name of registrant as specified in its charter)
NEVADA 95-3694478
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization)
Identification No.)
4365 Executive Drive, Suite 900, San Diego, CA.
92121
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code: (619)622-7800
Not applicable
(Former name, former address and former fiscal year if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO .
24,027,080 shares of Magma Power Company common stock, par value $.10 per
share, were outstanding at June 30, 1994.
The total number of pages in this report is 17.
(This Page Intentionally Blank)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The consolidated balance sheets of Magma Power Company and its
subsidiaries as of June 30, 1994 and December 31, 1993, the
consolidated statements of operations for the six months ended June 30,
1994 and 1993, and cash flows for the six months ended June 30, 1994 and
1993, and the notes thereto, appear on page 4 through 8 of this report.
The unaudited interim financial statements reflect all adjustments
(consisting of normal recurring accruals) which, in the opinion of
management, are considered necessary for a fair presentation of the
results of the periods covered.
MAGMA
POWER
COMPAN
Y AND
SUBSID
IARIES
CONSOL
IDATED
BALANC
E
SHEETS
(Dolla
rs in
thousa
nds)
June Dece
30, mber
31,
1994 1993 (Una
udit
ed)
ASSETS
Curren
t
Assets
Cash $ 2,71 $ 18,0
7 17
36,3 32,0 Market
67 86
able
securi
ties
25,0 22,9 Partne
69 19
rship
cash
and
market
able
securi
ties
Accoun
ts
receiv
able:
29,0 18,1
Trade 24 99
18,4 14,0
Other 49 73
11,6 11,9
Prepai 15 22
d
expens
es and
other
assets
Total Current Assets 123, 117,
241 216
Land 6,30 6,22
8 5
Proper
ty
plant
and
equipm
ent,
net of
accumu
lated
deprec
iation
of 259, 265,
$61,58 256 215
6 and
$53,16
6,
respec
tively
Explor
ation
and
develo
pment
costs,
net of
accumu
lated
106, 107,
amorti 308 069
zation
of
$16,20
7 and
$13,68
2,
respec
tively
Acquis 22,5 13,7
ition 75 21
and
new
projec
t
costs
Other 44,8 47,6
invest 92 42
ments
Power
purcha
se
contra
cts,
net of
accumu
lated
amorti
zation
of 21,6 22,1
$1,527 04 85
and
$946,
respec
tively
Other 25,7 22,7
assets 73 62
and
deferr
ed
charge
s
Goodwi 9,09 9,27
ll, 5 6
net of
accumu
lated
amorti
zation
of
$2,326
and
$2,122
,
respec
tively
$ 619, $ 611, 052
311
LIABIL
ITIES
AND
SHAREH
OLDERS
'
EQUITY
Curren
t
Liabil
ities
$ 8,65 $ 7,23
Trade 5 5
accoun
ts
payabl
e
1,81 3,46 Accrue
6 3
d and
other
liabil
ities
39,6 36,7
Curren 68 99
t
portio
n of
loans
payabl
e
Total Current Liabilities 50,1 47,4
39 97
Loans 169, 189,
payabl 880 209
e
Deferr 11,7 11,3
ed 84 87
income
taxes
Other 11,8 11,3
long- 34 00
term
liabil
ities
Total Non-Current Liabilities 193, 211,
498 896
Shareh
olders
'
Equity
Prefer
red
stock,
$.10
par
value,
1,000,
000
shares
author
ized,
none
issued
and
outsta
nding
Common
stock,
$.10
par
value,
30,000
,000
shares
author
ized,
2,40 2,39 issued
0 9
and
outsta
nding
24,027
,080
and
23,989
,763
shares
,
respec
tively
145, 144, Additi
457 996
onal
paid-
in
capita
l
(378 583 Unreal
)
ized
gains
(losse
s)
from
market
able
securi
ties
227, 203, Retain
936 940
ed
earnin
gs
Total Shareholders' Equity 375, 351,
415 918
$ 619, $ 611, 052
311
The
accomp
anying
notes
are an
integr
al
part
of
these
statem
ents.
MAGMA POWER COMPANY AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
OPERATIONS
(In thousands except per
share amounts)
(Unaudited)
For For
the the
Thre Six
e Mont
Mont hs
hs
Ende Ende
d d
June June
30, 30,
1994 1993 1994 1993
REVENUES
Sales of electricity $ 39,9 $ 38,3 $ 73,4 $ 53,6
02 32 94 45
Royalties 4,56 4,98 9,43 9,31
1 9 4 6
Interest and other income 1,38 733 2,46 2,72
1 6 9
Management services 958 954 1,82 1,77
7 6
46,8 45,0 87,2 67,4
02 08 21 66
COSTS AND EXPENSES
Plant operating costs 13,4 14,2 28,4 22,2
94 99 85 18
Depreciation and 5,95 6,01 11,8 9,07
amortization 2 7 62 5
Other non-plant costs 114 113 265 283
General and administrative 2,99 2,52 5,87 4,55
8 0 2 9
Interest incurred 3,12 2,71 5,96 4,15
5 1 1 7
25,6 25,6 52,4 40,2
83 60 45 92
Income from operations 21,1 19,3 34,7 27,1
19 48 76 74
Provision for income taxes 6,48 5,80 10,7 8,15
0 9 82 8
Net income $ 14,6 $ 13,5 $ 23,9 $ 19,0
39 39 94 16
INCOME PER COMMON SHARE
Assuming no dilution $ 0.61 $ 0.56 $ 1.00 $ 0.79
AVERAGE COMMON SHARES
OUTSTANDING
Assuming no dilution 24,0 24,0 24,0 24,0
22 76 11 07
The accompanying notes are an
integral part of these
statements.
MAGMA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH
FLOWS
Increase (Decrease) in Cash
(Dollars in thousands)
(Unaudited)
For the Six
Month s
Ended June
30,
1993 1994
Cash Flows From Operating Activities
Net income $23,99 $19,01 4 6
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 11,86 9,075
2 Transmission credits realized
1,469 1,053
Other, net 2,782 (806)
Changes in components of
working capital:
Accounts receivable (15,2 (16,9
01) 18)
Partnership cash and (2,15 2,265
marketable securities 0)
Prepaid expenses and other (1,48 (3,09
assets 5) 6)
Accounts payable and accrued 4,068 5,997
liabilities
Accrued interest payable (746) 778
Income taxes payable (3,54 4,579
9) Deferred taxes from
820 1,566
operations
Total adjustments (2,13 4,493
0)
Net cash provided by 21,86 23,50
operating activities 4 9
Cash Flows From Investing Activities
Proceeds from the sale of 113,5 160,5
investments 86 77
Purchase of investments (118, (89,8
231) 16)
Capital expenditures (6,45 (4,63
3) 2)
Power plant acquisition costs (215,
-- 274)
New project development costs (6,88 (5,46
7) 8)
Other, net (916) (3,27
5) Net cash used in
(18,9 (157,
investing activities 01) 888)
Cash Flows From Financing Activities
Repayment of loans payable (145, (5,48
750) 6)
Borrowing from banks 130,0 140,0
00 00
Loan fees (3,22
5) --
Proceeds from the issuance of 462 2,519
common stock
Other, net 250 191
Net cash provided (18,2 137,2
(used) by financing activities 63) 24
Net increase (decrease) in cash (15,3 2,845
00)
Cash at beginning of period 18,01 2,106
7
Cash at end of period $2,717 $4,951
The accompanying notes are an
integral part of these statements.
MAGMA POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in
Thousands)
(Unaudited)
Note 1. Summary of Significant Accounting Policies:
Basis of Consolidation - The consolidated financial statements
present the assets, liabilities, revenues, costs and expenses of
Magma Power Company (the "Company"), its 100%-owned subsidiaries
and its proportionate share of partnerships in which the Company
has invested.
All significant intercompany transactions and accounts have been
eliminated.
Note 2. Loans Payable:
Loans payable consisted of the following:
June Decembe
30, r 31,
1994 1993
Pro-rata share of partnership
non-recourse debt $ 69,991 $ 75,149
Bridge loan 140,000
--
Salton Sea debt 130,00
0 --
Other loans 9,557 10,859
209,54 226,008 8
Less amounts due within one year 39,668 36,799
Loans payable due after one year $ 169,88 $ 189,209 0
Loans payable at June 30, 1994 and December 31, 1993 included the
Company's pro-rata share of the debt of the Del Ranch, L.P.,
Elmore, L.P., and Leathers, L.P. partnerships. The partnership
loans are non-recourse to Magma Power Company and subsidiaries,
however, it is collateralized by substantially all of the assets
of these partnerships.
On March 19, 1993, Magma entered into a $140 million unsecured
one-year term loan ("Bridge Loan") with a group of commercial
banks. Proceeds from the loan were used to finance the
acquisition of the Salton Sea Plants from Unocal. On February
28, 1994, the Company replaced the Bridge Loan with a
$130,000,000 non-recourse project level loan which is
collateralized by substantially all of the assets and power
purchase contracts of the newly acquired Salton Sea Plants. A
secured credit agreement with a group of international banks,
with Credit Suisse as the agent bank, provides for direct loans
at LIBOR plus 1.25%. Restrictions in the secured credit
agreement place limits on distribution of cash from the Salton
Sea Plants to the Company.
Note 3 . Deferred Income Taxes:
Deferred income taxes as of June 30, 1994 and December 31, 1993
represent estimated income taxes payable in the future years as
determined in accordance with SFAS 109 "Accounting for Income
Taxes."
Note 4. Net Income per Common Share:
The calculation of primary earnings per common share is based on
the weighted average number of outstanding common shares. In
computing primary earnings per common share, adjustment has been
made for common shares issuable for shares under option.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Operations and development activities have been financed with working
capital, the sale of Company Common Stock for cash and services, and loans
from commercial banks.
The Company has geothermal projects in the development stage, both domestic
and international, which it intends to finance with a combination of
Company supplied equity and non-recourse project debt. These development
stage projects will require significant equity contributions from the
Company during the next five years. The Company believes that its cash
reserves, augmented by cash flow from its current operations, and unsecured
corporate loans will be sufficient to fund these equity contributions.
On February 28, 1994 the Company repaid a $140,000,000 Bridge Loan used in
acquiring assets from Unocal, utilizing both Company cash and the proceeds
from a non-recourse project level six-year term loan of $130,000,000 (the
"Term Loan") collateralized by substantially all of the assets and power
purchase contracts of the three Salton Sea Plants acquired from Unocal. In
addition, a $5,000,000 working capital line of credit has been provided to
the subsidiaries owning the plants by two of the banks participating in the
Term Loan. No loans against the working capital line of credit have been
made.
Cash and marketable securities at June 30, 1994 totaled $64,153,000 of
which $39,084,000 was available for general corporate use. The remainder
of $25,069,000 is Magma's share of the cash and marketable securities of
the four separate partnerships which are jointly owned by the Company and
Mission Energy Company (the "Magma Partnerships") which own the Vulcan,
Hoch, Elmore and Leathers geothermal power plants (the "Partnership
Plants"), and the cash and marketable securities of the Company's "Salton
Sea Partnerships" which own the three Salton Sea plants acquired from
Unocal (the "Salton Sea Plants"). Certain portions of these funds are
earmarked for the working capital needs of the plants. In addition, the
secured credit agreements for three of the Magma Partnerships and the Term
Loan for the Salton Sea Plants place limits on distributions of cash.
Non-current investments at June 30, 1994, totaled $44,892,000 consisting of
$31,468,000 in marketable securities with maturities greater than one year
and $13,424,000 of other investments, which are not liquid.
At June 30, 1994, long-term obligations (including amounts currently due)
were $209,548,000, a $16,460,000 decrease over year end 1993. The decrease
reflects the $10,000,000 debt reduction that occurred on February 28, 1994
when the $140,000,000 Bridge Loan was replaced with the Term Loan and the
principal reduction of $5,158,00 in the Company's pro-rata share of
partnership debt. Magma Partnership debt and the Term Loan are non-recourse
to Magma Power Company and its subsidiaries. The ratio of debt to debt
plus-equity at June 30, 1994 (inclusive of non-recourse debt) was 37
percent compared to 40 percent at December 31, 1993. The Company has an
unused and available line of credit with Morgan Guaranty Trust Company of
$25,000,000 at June 30, 1994.
Six of the seven geothermal power plants operated by the Company sell
electricity to Southern California Edison ("SCE") under Interim Standard
Offer No.4 "ISO4" long-term power purchase contracts. Each ISO4 contract
provides for both capacity payments and energy payments. The capacity
payments remain constant throughout the life of each ISO4 contract. During
the first 10 years of operation (the "Initial Term"), the energy payments
are fixed pursuant to the terms of the ISO4 contract. Thereafter, the
energy payments are SCE's then-current published avoided cost of energy.
In 1994 the time period weighted average price for energy for the six
plants combined is approximately 10.6 cents per kWh. For June 1994,
SCE's
avoided cost of energy was 2.4 cents per kWh. Estimates of SCE's future
avoided
cost of energy vary substantially, but it is expected to remain
substantially below such contract energy prices. Thus, the revenues
generated by each of the Company's six plants operating under ISO4
contracts are likely to decline significantly after their respective
initial terms expire. Such decline could have a material adverse effect on
the Company's results of operation. The initial terms expire in 1996 as to
34 megawatts of nameplate generation, in 1999 for 126 megawatts of
nameplate generation and in 2000 for the remaining 58 megawatts of
nameplate generation under ISO4 contracts.
The seventh and smallest plant (approximately 10 megawatts) sells
electricity to SCE under a negotiated power purchase contract (the
"Negotiated Contract"). The energy payment under the Negotiated Contract
was 4.8 cents per kWh in the second quarter of 1994. The capacity payment
was
approximately 1.7 cents per kWh in the second quarter of 1994. Both the
energy
and capacity payments escalate quarterly based on a basket of indices for
the 30-year term of the Negotiated Contract.
The Company's strategy is to mitigate the adverse impact of future lower
energy pricing through expansion of its core business of producing
electricity with geothermal resources, both through development of new
projects in the United States and abroad, through strategic acquisitions
and cost reduction strategies. However, competition for power purchase
contracts is intense and any contracts the Company is able to secure in the
future, whether in the United States or abroad, are likely to be on terms
and conditions that are less favorable than those provided in the Company's
current ISO4 contracts.
Other than as described above, the Company is not aware of any trends or
demands, events or uncertainties that would result in or that are
reasonably likely to result in, a material change in the Company's
liquidity or capital resources.
Results of Operations
Second Quarter 1994 Compared to Second Quarter 1993.
Revenues
Total revenues for the second quarter of 1994 were up $1,794,000 or 4% to
$46,802,000 as compared to $45,008,000 for the same period last year. This
increase was made up primarily of an increase in the sales of electricity.
Sales of Electricity
Revenues from the sale of electricity increased $1,570,000 in the second
quarter of 1994 to $39,902,000. The revenue gain was due to an increase
in "energy" payments reflecting a 7.9% increase in the price paid for
"energy" under four of the Company's six ISO4 contracts and a 4% increase
in the number of kilowatts produced. The "capacity" payments received by
all plants were essentially unchanged during the period.
During the second quarter of 1994 and 1993, the combined "contract" and
"nameplate" capacity factors of the Magma Partnership Plants are shown in
the table below:
Second Quarter
1994 1993
Total Kilowatt Hours
produced 345,217 330,58
(kWh amounts in 0
000s)
Contract Capacity 120.2% 115.1%
Factor(1)
Nameplate Capacity 106.8% 102.3%
Factor(1)
(1) Does not exclude scheduled maintenance hours. Calculation is based on
a 91 day (2,184 hour) second quarter.
During the second quarter of 1994, the "contract" and "nameplate" capacity
factors of the three Salton Sea Plants combined are as shown in the table
below:
Second Quarter 1994
1993
Total Kilowatt Hours
produced 156,700 160,22
(kWh amounts in 2
000s)
Contract Capacity 99.0% 101.2%
Factor(1)
Nameplate Capacity 90.0% 91.9%
Factor(1)
(1) Does not exclude scheduled maintenance hours. Calculation is based on
a 91-day (2,184 hours) second quarter.
Interest and Other Income
Interest and other income increased $648,000, an 88% increase compared to
interest and other income for the same period of the prior year, primarily
due to higher investment earnings, reflecting the significantly higher cash
balances available for investment. Cash available for investment during
the same period of the prior year was low due to the use of cash in
connection with the acquisition of the Salton Sea Plants from Unocal.
Costs and Expenses
In the second quarter of 1994, total costs and expenses were $25,683,000
compared to costs and expenses for the same period in 1993 of $25,660,000.
While total costs and expenses were virtually the same in both periods, the
component of total costs were different. A decrease in plant operating
costs of $805,000 was offset by increases of $478,000 in general and
administrative expense and $414,000 in interest expense.
The decrease in plant operating costs primarily reflects the increased
efficiencies resulting from the integration of the Magma and Unocal
operations.
The $478,000 increase in general and administrative costs reflects the
Company's continued devotion of more of its resources towards expansion of
business development activities by increasing staff and support services to
facilitate the planned growth of the Company.
The $414,000 increase in interest expense reflects the effect of higher
borrowing costs due to higher market interest rates. Currently,
approximately 83% of the company's consolidated debt is floating rate debt.
Net Income
Net income was 8% higher at $14,639,000 in the second quarter of 1994 as
compared to $13,539,000 in the corresponding period of the prior year. The
increase in net income reflects the higher ISO4 electricity revenues
received by the Partnership Plants, increased interest income, and the
decrease in plant operating costs which was offset, in part, by increases
in general and administrative expense and interest expense.
Six Months Ended June 30, 1994 Compared to
Six Months Ended June 30, 1993
Revenues
Total revenues for the first six months of 1994 were up $19,755,000 or 29%
to $87,221,000 as compared to $67,466,000 for the same period of the prior
year. This increase was made up of an increase in the sales of electricity
and an increase in royalties received offset by a decrease in interest and
other income.
Sales of Electricity
Revenues from the sale of electricity increased $19,849,000 in the first
six months of 1994 to $73,494,000 primarily due to the inclusion of the
revenues of the Salton Sea Plants for the full six months of 1994. The
Salton Sea Plants contributed $15,899,000 of the revenue gain. The balance
of the revenue gain of $3,950,000 was produced by the four Partnership
Plants and consisted of a 7% increase in the megawatt hours delivered and
an increase in the price paid for "energy" under their ISO4s with SEC. The
annual time period weighted average price of "energy" under the Partnership
Plants ISO4s increased 7.9% in 1994 to 10.9 cents per kWh. The "capacity"
payments received by all plants were essentially unchanged during the first
half of 1994 compared to 1993.
The combined "contract" and "nameplate" capacity factors of the
Partnership Plants are shown in the table below:
Fiscal
First Six Year
Months
1993
1994 1993
Total Kilowatt Hours
produced 665,100 619,700 1,305,70
(kWh amounts in 000s) 0
Contract Capacity 116.4% 108.5%
Factor(1) 113.3%
Nameplate Capacity 103.5% 96.4%
Factor(1) 100.7%
(1) Does not exclude scheduled maintenance hours. Calculation is based on
a 181 day (4,344 hour) first half in 1994 and 1993.
The combined "contract" and "nameplate" capacity factors of the three
Salton Sea Plants during the period are shown in the table below:
Six Months Nine Months
1993
1994
Total Kilowatt Hours
produced 495,800
(kWh amounts in 000s) 312,645
Contract Capacity Factor 103.6%
(1) 99.3%
Nameplate Capacity Factor 94.1%
(1) 90.2%
(1) Does not exclude scheduled maintenance hours. Calculation is based on
a 181-day (4,344 hours) first half in 1994 and a nine month period (6600
hours) ended December 31, 1993.
Interest and Other Income
Interest and other income decreased $263,000, a 10% decrease compared to
interest income for the same period of the prior year, primarily due to
lower investment earnings, reflecting the lower short-term interest rate
environment.
Costs and Expenses
In the first six months of 1994, total costs and expenses increased
$12,153,000, a 30% increase, compared to costs for the same period in 1993.
This increase was composed primarily of a $6,267,000 increase in plant
operating costs, a $2,787,000 increase in depreciation, a $1,313,000
increase in general and administrative expense, and a $1,804,000 increase
in interest expense. The increase in plant operating costs and depreciation
primarily reflects the cost of operating the Salton Sea Plants for six
months in 1994 compared to three months in 1993.
The $1,313,000 increase in general and administrative costs reflects the
Company's continued devotion of more of its resources towards expansion of
business development activities by increasing staff and support services to
facilitate the planned growth at the Company.
The $1,804,000 increase in interest expense over the corresponding period
of 1994 reflects the increased cost of borrowings to finance the
acquisition of the Salton Sea Plants. Interest expense related to the
Partnership Plants declined as a result of lower partnership weighted
average borrowings during the first six months of 1994 as compared to the
same period of the prior year .
Provision for Income Taxes
The Company's effective tax rate in the first six months of 1994 increased
to 31 percent from the 1993 rate of 30 percent due to higher profitability
in 1994, as a result of the acquired Salton Sea Plants. In addition, the
tax effect of permanent differences, which include depletion deductions,
are diluted relative to higher operating profits.
Net Income
Net income was 26% higher at $23,994,000 for the first six months of 1994
as compared to $19,016,000 in the corresponding period of the prior year.
The increase in net income reflects the addition of the earnings of the
Salton Sea Plants for six months in 1994 compared to three months in 1993
as well as the higher ISO4 electricity revenues received by the Partnership
Plants.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Richard Antunez v. Magma Power Company, et al. On December 11, 1992, a law
suit was filed against Magma, Dow Engineering Company ("DEC"), Gulf States,
Inc. and Coastal Conveyor Systems, Inc. by Richard Antunez, a former
employee of Red Hill Geothermal, Inc. (now Magma Operating Company) who was
injured while working at the plant owned by Leathers, L.P. The primary
contention of plaintiff is that the conveyor belt equipment he was working
on when injured was designed and/or constructed in violation of OSHA
requirements and/or without regard to the safety of the individuals
required to use the equipment. Coastal Conveyor Systems, Inc.
manufactured the conveyor belt system. Gulf States, Inc. erected the
conveyor belt system at the Leathers Facility, and DEC designed the
facility and supervised construction under contract with Magma. The
plaintiff alleges that Magma participated in the design and construction of
the facility. In a statement filed with the court in mid-1993 the plaintiff
claimed special damages of $750,000 and general damages of $3.5 million.
However, Mr. Antunez's attorneys have indicated an intention to increase
the total of such claimed damages to $10 million. At the time of the
incident, Magma was insured under a policy of general liability insurance
issued by Lloyd's Underwriters but Lloyd's has denied coverage. The Company
is contesting this denial. In the event Magma is found to have any
liability to Mr. Antunez, it is possible Magma Power Company will be
entitled to be indemnified by DEC or others. The Company believes that
the complaint against Magma is without merit but no assurances can be given
as to the resolution of this matter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1994 Annual Meeting of Stockholders of Magma Power Company was held
on June 21, 1994 at 10:30 a.m. at the Marriott-La Jolla, 4250 La Jolla
Village Drive, San Diego, California.
The record date for the meeting was April 25, 1994 and there were a total
number of 24,011,379 shares of the Company's common stock issued and
outstanding and entitled to vote at the meeting. There were present at the
meeting, in person or by proxy, the holders of 20,426,386 common shares,
representing 85% of the total number of shares outstanding and entitled to
vote at the meeting, such percentage representing a quorum.
PROPOSAL ONE: The election of the Directors of the Company
The results of the voting for each of the proposals are as follows:
Total Shares Total Shares
Name Voted For Withheld
Lester L. 20,297,137 129,249
Coleman (99%)
William R. 20,287,137 139,249
Knee (99%)
John D. 20,304,482 121,904
Roach (99%)
PROPOSAL TWO: Approval of the adoption of the 1994 Equity
Participation Plan of the Company
For: 16,264,65
0
Against: 3,627,422
Abstain: 347,492
Percent of Votes 81.8
Cast:
Broker Non-Votes: 186,822
PROPOSAL THREE: Ratification of the selection of Coopers & Lybrand
as the Company's auditors for the fiscal year
ending December 31, 1994
For: 20,359,189
Against: 17,122
Abstain: 50,075
Percent of Votes 99.9
Cast
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
10.104 The 1994 Equity Participation Plan.
(b) Reports on Form 8-K: There were no Form 8-K's filed during the three
months ended June 30, 1994.
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 thereunto duly authorized.
MAGMA POWER COMPANY
(Registrant)
Date: August 5, 1994 s/Jon R. Peele,
Jon R. Peele,
Executive Vice President,
Secretary and General Counsel
Date: August 5, 1994 s/Wallace C. Dieckmann
Wallace C. Dieckmann
Vice President, Chief Financial Officer
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 thereunto duly authorized.
MAGMA POWER COMPANY
(Registrant)
Date: August 5, 1994
Jon R. Peele,
Executive Vice President, Secretary and General Counsel
Date: August 5, 1994
Wallace C. Dieckmann
Vice President, Chief Financial Officer