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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 7)
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
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This Amendment No. 7 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 ("Magma" or the
"Company"), relating to the tender offer disclosed in a Tender Offer Statement
on Schedule 14D-1, dated October 6, 1994, as amended and supplemented through
the date hereof, of CE Acquisition Company, Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of California Energy Company, Inc.,
a Delaware corporation ("California Energy"), 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 supplemented on October 26, 1994, and as amended through the date
hereof, and the related Letter of Transmittal as amended and supplemented
through the date hereof (the "Revised Offer"). Capitalized terms used and not
defined herein shall have the meanings sets forth in the Schedule 14D-9.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 is hereby amended and supplemented by adding thereto the following:
(a) On November 7, 1994, the Company issued a press release regarding the
status of meetings with interested parties. A copy of this press release is
filed as Exhibit 26 hereto and is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding thereto the following:
On October 28, a purported class action complaint (the "Nevada Federal
Complaint") entitled William Steiner and Charles Miller, et al. v. Magma Power
Company, et al., Case No. CV-N-94-773, was filed against the Company, its
directors and Dow in the United States District Court for the District of
Nevada. On November 2, 1994, the Nevada Complaint was dismissed without
prejudice. The Nevada Federal Complaint alleges that the Company's directors
have breached, and are continuing to breach, their fiduciary duties to the
Company's shareholders by failing to take all reasonable steps in the face of
the Initial Proposal, the Offer and the Revised Offer. The Nevada Federal
Complaint also alleges that the Company has violated Section 14(d) and 14(e) of
the Securities Exchange Act of 1934, as amended, by making false and misleading
statements and omissions in its Schedule 14D-9 filed with the Securities and
Exchange Commission in connection with the Offer and the Revised Offer. The
Nevada Federal Complaint seeks an order directing the Company's directors to
carry out their fiduciary duties to the Company's shareholders, damages and
costs, including attorneys and experts' fees, and other equitable relief.
A copy of the Nevada Federal Complaint is filed as Exhibit 27 hereto and is
incorporated herein by reference. The foregoing description of the Nevada
Federal Complaint is qualified in its entirety by reference to the Nevada
Federal Complaint.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 26 -- Press Release of the Company, dated November 7, 1994.
Exhibit 27 -- Nevada Federal Complaint.
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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
By: /s/ Jon R. Peele
___________________________________
Name: Jon R. Peele
Title: Executive Vice President,
Secretary and General
Counsel
Dated: November 7, 1994
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INDEX TO EXHIBITS
SEQUENTIAL
PAGE
EXHIBITS DESCRIPTION NUMBER
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Exhibit 26 --Press Release of the Company, dated November 7, 1994
Exhibit 27 --Nevada Federal Complaint