SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 4)
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. 4 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 $38.50 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:
HOLT ORDER
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On October 25, 1994, the court entered an Order Granting Motion for Access
to Shareholder Information (the "Holt Order"). A copy of the Holt Order is filed
as Exhibit 21 hereto and is incorporated herein by reference.
ANSWER TO AMENDED COMPLAINT AND AMENDED COUNTERCLAIMS
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On October 19, 1994, California Energy and CE Acquisition Company filed an
Answer to the Amended Complaint and Amended Counterclaims against Magma and its
board of its directors in the United States District Court for the District of
Nevada, in which they denied the material allegations of the Amended Complaint,
and denied that Magma is entitled to declaratory or injunctive relief. In the
Amended Counterclaims, California Energy and CE Acquisition Company filed claims
for declaratory and injunctive relief against Magma and its board of directors,
alleging (1) breach of fiduciary duties by the directors in adopting the Rights
Plan, Bylaw Amendment, severance and indemnification agreements for certain
executives, and use of the Nevada Business Combination Statute; (2) the
unconstitutionality of the Nevada Business Combination Statute; and (3)
violation of the federal securities laws allegedly resulting from statements
made by Magma on its Schedule 14D-9 and amendments filed thereto regarding the
tender offer and proxy solicitation.
A copy of the Answer to the Amended Complaint and Amended Counterclaims is
filed as Exhibit 22 hereto and is incorporated herein by reference. The
foregoing description of the Answer to the Amended Complaint and Amended
Counterclaims is qualified in its entirety by reference to the Answer to the
Amended Complaint and Amended Counterclaims.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 21 -- Holt Order
Exhibit 22 -- Answer to Amended Complaint and Amended Counterclaims
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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 26, 1994
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INDEX TO EXHIBITS
EXHIBITS
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Exhibit 21 --Holt Order
Exhibit 22 --Answer to Amended Complaint and Amended Counterclaims