SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 2)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MAGMA POWER COMPANY
(Name of Subject Company)
MAGMA POWER COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
0005591941
(CUSIP number of Class of Securities)
JON R. PEELE, ESQ.
Executive Vice President, Secretary and General Counsel
MAGMA POWER COMPANY
4365 EXECUTIVE DRIVE, SUITE 900
SAN DIEGO, CALIFORNIA 92121
(619) 622-7800
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
Copies to:
Michael J. Kennedy, Esq. David W. Heleniak, Esq.
SHEARMAN & STERLING SHEARMAN & STERLING
555 California Street 599 Lexington Avenue
San Francisco, California 94104 New York, New York 10022
(415) 616-1100 (212) 848-4000
This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated October 11, 1994, as amended (the "Schedule
14D-9"), filed by Magma Power Company, a Nevada corporation, relating to the
tender offer disclosed in a Tender Offer Statement on Schedule 14D-1 dated
October 6, 1994, as amended through the date hereof, of CE Acquisition Company,
Inc., a Delaware corporation and a wholly owned subsidiary of California Energy
Company, Inc., a Delaware corporation, to purchase 12,400,000 Shares at a price
of $35 per Share net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 6, 1994, as amended
through the date hereof, and the related Letter of Transmittal and any
supplement thereto. Capitalized terms used and not defined herein shall have the
meanings set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding thereto the following:
On October 17, 1994, Magma filed an Amended Complaint for Declaratory and
Injunctive Relief (the "Amended Complaint") against California Energy in the
action pending in the United States District Court for the District of Nevada
entitled Magma Power Co. v. California Energy Company, Inc., et. al., No.
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CV-N-94-00719-DWH. In addition to restating its request for declaratory relief
regarding the validity of the Nevada Business Combination Statute and the
propriety of its decision to adopt the Rights Plan and Bylaw Amendment, the
Amended Complaint alleges that California Energy has violated the federal
securities laws by making a host of false and misleading statements in
connection with its tender offer and proxy solicitation. Magma further alleges
that California Energy has violated the federal securities laws by failing to
identify and provide necessary information concerning its co-bidders to acquire
Magma. Magma seeks, among other relief, a preliminary and permanent injunction
prohibiting California Energy and any and all persons acting on its behalf from
proceeding further with the tender offer and proxy solicitation unless and until
it provides full, forthright and corrective disclosures of all material facts
and Magma's shareholders have had sufficient time and opportunity to digest such
information.
A copy of the Amended Complaint is filed as Exhibit 13 hereto and is
incorporated herein by reference. The foregoing description of the Amended
Complaint is qualified in its entirety by reference to the Amended Complaint.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 13 -- Amended Complaint.
Exhibit 14 -- Press Release, dated October 17, 1994.
Exhibit 15 -- Advertisement placed in The Wall Street Journal, dated October
17, 1994.
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SIGNATURE
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.
MAGMA POWER COMPANY
/s/ Jon R. Peele
By:__________________________________
Name: Jon R. Peele
Title: Executive Vice President,
Secretary and General
Counsel
Dated: October 17, 1994
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INDEX TO EXHIBITS
EXHIBITS
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Exhibit 13 --Amended Complaint.
Exhibit 14 --Press Release, dated October 17, 1994.
Exhibit 15 --Advertisement placed in The Wall Street Journal, dated
October 17, 1994.