SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities and Exchange Act of 1934)
MAGMA POWER COMPANY
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(Name of the Issuer)
CALIFORNIA ENERGY COMPANY, INC.
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(Name of Person Filing Statement)
Common Stock, $0.10 par value
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(Title of Class of Securities)
559194105
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(CUSIP Number of Class of Securities)
STEVEN A. McARTHUR, ESQ.
c/o California Energy Company, Inc.
10831 Old Mill Road
Omaha, Nebraska 68154
(402) 330-8000
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notice and Communications
on Behalf of Person Filing Statement)
This statement is filed in connection with (check the
appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14a-103],
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section
240.13e(c)] under the Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or in-
formation statement referred to in checking box (a) are
preliminary copies: [X].
Calculation of Filing Fee
Transaction Valuation: $427,678,948.10* Amount of Filing Fee: $4,895.83
* The transaction was valued by determining the cost of purchasing
11,442,915 shares of Magma Power Company common stock, par value $0.10 per
share ("Shares"), at the average of the high and low prices for the Shares
($37.375) reported on the NASDAQ National Market System on December 20, 1994.
Previously paid.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Paid: $80,639.96
Form or Registration No.: Registration No. 33-57053
Filing Party: California Energy Company, Inc.
Date Filed: January 6, 1995
Items 1 through 15
This Rule 13e-3 Transaction Statement is being filed by
California Energy Company, Inc., a Delaware corporation ("CECI"), in connection
with a merger between CE Acquisition Company, Inc., a Delaware corporation and
wholly owned subsidiary of CECI ("CE Sub"), and Magma Power Company, a Nevada
corporation ("Magma"). Although CECI is not an affiliate of Magma at this
time, this Rule 13e-3 Transaction Statement is being filed by CECI in
anticipation of, and Exhibit (d)(1) hereto contemplates, the completion of a
tender offer by CE Sub (the "Offer") pursuant to which CECI will become an
affiliate of Magma. The information contained in Amendment No. 1 to the
Registration Statement on Form S-4 ("Amendment No. 1") filed concurrently
herewith with the Securities and Exchange Commission (the "Commission") in
connection with such transaction, a copy of which is annexed hereto as Exhibit
(d)(1), is incorporated herein by reference in answer to Items 1 through 15 of
this Rule 13e-3 Transaction Statement as set forth in the Cross Reference Sheet
on the following pages. Capitalized terms used but not defined herein shall
have the respective meanings ascribed to them in such Registration Statement.
Item 16. Additional Information
The information contained in Amendment No. 1 filed concurrently
herewith with the Commission in connection with this Rule 13e-3 transaction is
incorporated herein by reference in its entirety.
Item 17. Material To Be Filed As Exhibits
Exhibit (a)(1) Commitment Letter, dated October 25, 1994, to
CECI and CE Sub from Credit Suisse.
Exhibit (a)(2) The Merger Facility (To be filed by Amendment
when available).
Exhibit (b)(1) Opinion of Goldman, Sachs & Co. which is
attached as Annex B to Amendment No. 1 filed as
Exhibit (d)(1) hereto.
Exhibit (b)(2) Opinion of Gleacher & Co. Inc. which is
attached as Annex C to Amendment No. 1
filed as Exhibit (d)(1) hereto.
Exhibit (c)(1) The Merger Agreement which is attached as Annex
A to Amendment No. 1 filed as Exhibit (d)(1)
hereto.
Exhibit (d)(1) Amendment No. 1 to Registration Statement on
Form S-4.
Exhibit (e)(1) Not applicable.
Exhibit (f)(1) Not applicable.
CROSS REFERENCE SHEET
Caption in Proxy Statement/
Schedule 13E-3 Prospectus or Notice of
Item Number Special Meeting
- ------------------------- ---------------------------
1. Issuer and Class of
Security Subject to the
Transaction
(a) Notice of Special Meeting of
Stockholders; front cover page
of Amendment No. 1
(b) Front cover page of Amendment
No. 1; MARKET PRICES OF AND
DIVIDENDS ON CAPITAL STOCK OF
MAGMA AND RELATED STOCKHOLDER
MATTERS; DESCRIPTION OF
CAPITAL STOCK OF MAGMA
(c)-(d) MARKET PRICES OF AND DIVIDENDS
ON CAPITAL STOCK OF MAGMA AND
RELATED STOCKHOLDER MATTERS;
DESCRIPTION OF CAPITAL STOCK
OF MAGMA
(e)-(f) Not Applicable
Caption in Proxy Statement/
Schedule 13E-3 Prospectus or Notice of
Item Number Special Meeting
- ------------------------- ---------------------------
2. Identity and Background SUMMARY - Parties to the
Merger; CECI MANAGEMENT
INFORMATION; MAGMA MANAGEMENT
INFORMATION
(a)-(d) SUMMARY - Parties to the
Merger; CECI MANAGEMENT
INFORMATION; MAGMA MANAGEMENT
INFORMATION
(e)-(f) To the best of the knowledge
of CECI, during the past five
years, no executive officer,
director or controlling person
of CECI or Magma (i) has been
convicted in a criminal
proceeding (excluding traffic
violations or similar
misdemeanors) or (ii) has been
a party to a civil proceeding
of a judicial or
administrative body of
competent jurisdiction and as
a result of such proceeding
was or is subject to a
judgment, decree or final
order enjoining further
violations of, or prohibiting
activities subject to, federal
or state securities laws or
finding any violation with
respect to such laws.
3. Past Contracts,
Transactions or
Negotiations
(a)(1) Not Applicable
(a)(2)-(b) SPECIAL FACTORS -
Background of the Merger
Caption in Proxy Statement/
Schedule 13E-3 Prospectus or Notice of
Item Number Special Meeting
- ------------------------- ---------------------------
4. Terms of Transaction
(a) SUMMARY; SPECIAL FACTORS -
Purpose and Structure of the
Merger; THE MERGER AGREEMENT
(b) Not Applicable
5. Plans or Proposals of the
Issuer or Affiliate
(a)-(e) SPECIAL FACTORS - Purpose and
Structure of the Merger;
SPECIAL FACTORS - Certain
Effects of the Merger:
Operations After the Merger;
THE MERGER AGREEMENT - Terms
of the Merger; THE MERGER
AGREEMENT - Acquisition
Designees; CECI MANAGEMENT
INFORMATION; MAGMA MANAGEMENT
INFORMATION
(f)-(g) SPECIAL FACTORS - Purpose and
Structure of the Merger;
SPECIAL FACTORS - Certain
Effects of the Merger:
Operations After the Merger
6. Source and Amounts of
Funds or Other
Consideration
(a) SPECIAL FACTORS - Financing of
Merger Consideration
(b) SPECIAL FACTORS - Expenses of
the Transaction
(c) SPECIAL FACTORS - Financing of
Merger Consideration
(d) Not Applicable
Caption in Proxy Statement/
Schedule 13E-3 Prospectus or Notice of
Item Number Special Meeting
- ------------------------- ---------------------------
7. Purpose(s), Alternatives,
Reasons and Effects
(a)-(c) SPECIAL FACTORS - Background
of the Merger; SPECIAL FACTORS
- Purpose and Structure of the
Merger; SPECIAL FACTORS -
Recommendation of the Board of
Directors of Magma; Reasons
for the Merger; Fairness of
the Offer and the Merger
(d) SPECIAL FACTORS - Background
of the Merger; SPECIAL FACTORS
- Purpose and Structure of the
Merger; SPECIAL FACTORS -
Federal Income Tax
Consequences; SPECIAL FACTORS
- Federal Securities Law
Consequences; THE MERGER
AGREEMENT; CERTAIN INVESTMENT
CONSIDERATIONS
Caption in Proxy Statement/
Schedule 13E-3 Prospectus or Notice of
Item Number Special Meeting
- ------------------------- ---------------------------
8. Fairness of the
Transaction
(a) SUMMARY; SPECIAL FACTORS -
Recommendation of the Board of
Directors of Magma; Reasons
for the Merger; Fairness of
the Offer and the Merger
(b) SPECIAL FACTORS -
Recommendation of the Board of
Directors of Magma; Reasons
for the Merger; Fairness of
the Offer and the Merger
(c) SUMMARY - Required Vote;
GENERAL INFORMATION - Required
Vote
(d) SPECIAL FACTORS - Background
of the Merger; SPECIAL FACTORS
- Recommendation of Board of
Directors of Magma; Reasons
for the Merger; Fairness of
the Offer and the Merger
(e) SPECIAL FACTORS -
Recommendation of the Board of
Directors of Magma; Reasons
for the Merger; Fairness of
the Offer and the Merger
(f) Not Applicable
9. Reports, Opinions,
Appraisals and Certain
Negotiations
(a)-(c) SPECIAL FACTORS - Background
of the Merger; SPECIAL
FACTORS - Opinion of Magma's
Financial Advisor; SPECIAL
FACTORS - Opinion of CECI's
Financial Advisor
Caption in Proxy Statement/
Schedule 13E-3 Prospectus or Notice of
Item Number Special Meeting
- ------------------------- ---------------------------
10. Interest in Securities of
the Issuer
(a) SELECTED HISTORICAL AND PRO
FORMA FINANCIAL INFORMATION -
Notes to Pro Forma Unaudited
Condensed Combined Financial
Data (Merger Consideration
Consisting of a Combination of
Cash and CECI Common Stock);
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT OF MAGMA
(b) Not Applicable
11. Contracts, Arrangements or SUMMARY - Terms of the Merger;
Understandings with Merger Consideration; THE
Respect to the Issuer's MERGER AGREEMENT
Securities
12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction
(a)-(b) GENERAL INFORMATION - Required
Vote; SPECIAL FACTORS -
Recommendation of the Board of
Directors of Magma; Reasons
for the Merger; Fairness of
the Offer and the Merger
13. Other Provisions of the
Transaction
(a) SUMMARY - Dissenters' Rights;
SPECIAL FACTORS - Dissenters'
Rights
(b) Not Applicable
(c) Not Applicable
Caption in Proxy Statement/
Schedule 13E-3 Prospectus or Notice of
Item Number Special Meeting
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14. Financial Statements
(a) MAGMA MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS; MAGMA'S
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO
(b) SELECTED HISTORICAL AND PRO
FORMA FINANCIAL INFORMATION
15. Persons and Assets
Employed, Retained or
Utilized
(a)-(b) Not Applicable
16. Additional Information The information set forth in
Amendment No. 1 is
incorporated herein by
reference
17. Material to be filed as Not Applicable
Exhibits
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The information set forth in the "Notice of Special Meeting of
Stockholders" section and the front cover page of Exhibit (d)(1) hereto is
incorporated herein by reference.
(b) The information set forth on the front cover page and in the
"Market Prices of and Dividends on Capital Stock of Magma and Related
Stockholder Matters" and "Description of Magma Capital Stock" sections of
Exhibit (d)(1) hereto is incorporated herein by reference.
(c)-(d) The information set forth in the "Market Prices of and
Dividends on Capital Stock of Magma and Related Stockholder Matters" and
"Description of Magma Capital Stock" sections of Exhibit (d)(1) hereto is
incorporated herein by reference.
(e)-(f) Not applicable.
Item 2. Identity and Background.
The information set forth in the "Summary--Parties to the Merger;"
"CECI Management Information" and "Magma Management Information" sections of
Exhibit (d)(1) hereto is incorporated herein by reference.
(a)-(c) The information set forth in the "Summary -- Parties to the
Merger;" "CECI Management Information" and "Magma Management Information"
sections of Exhibit (d)(1) hereto is incorporated herein by reference.
(e)-(f) To the best of the knowledge of CECI, during the past 5 years,
no executive officer, director or controlling person of CECI or Magma (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Past Contracts, Transactions or Negotiations.
(a)(1) Not applicable.
(a)(2)-(b) The information set forth in the "Special Factors--
Background of the Merger" section of Exhibit (d)(1) hereto is incorporated
herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the "Summary," "Special Factors--
Purpose and Structure of the Merger" and "The Merger Agreement" sections of
Exhibit (d)(1) hereto is incorporated herein by reference.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(e) The information set forth in the "Special Factors--Purpose and
Structure of the Merger," "Special Factors--Certain Effects of the Merger:
Operations After the Merger," "The Merger Agreement--Terms of the Merger," "The
Merger Agreement--Acquisition Designees;" "CECI Management Information" and
"Magma Management Information" sections of Exhibit (d)(1) hereto is
incorporated herein by reference.
(f)-(g) The information set forth in the "Special Factors--Purpose and
Structure of the Merger," "Special Factors-- Certain Effects of the Merger:
Operations After the Merger" sections of Exhibit (d)(1) hereto is incorporated
herein by reference.
Item 6. Source and Amounts of Funds or Other Consideration.
(a) The information set forth in the "Special Factors--Financing of
Merger Consideration," section of Exhibit (d)(1) hereto is incorporated herein
by reference.
(b) The information set forth in the "Special Factors--Expenses of
the Transaction" section of Exhibit (d)(1) is incorporated herein by reference.
(c) The information set forth in the "Special Factors--Financing of
Merger Consideration" section of Exhibit (d)(1) hereto is incorporated herein
by reference.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a)-(c) The information set forth in the "Special Factors--Background
of the Merger," "Special Factors--Purpose and Structure of the Merger" and
"Special Factors--Recommendation of the Board of Directors of Magma; Reasons
for the Merger; Fairness of the Offer and the Merger" sections of Exhibit
(d)(1) hereto is incorporated herein by reference.
(d) The information set forth in the "Special
Factors--Background of the Merger," "Special Factors--Purpose and Structure of
the Merger," "Special Factors--Federal Income Tax Consequences," "Special
Factors--Federal Securities Law Consequences," "The Merger Agreement" and
"Certain Investment Considerations" sections of Exhibit (d)(1) hereto is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) The information set forth in the "Summary" and "Special
Factors--Recommendation of the Board of Directors of Magma; Reasons for the
Merger; Fairness of the Offer and the Merger" sections of Exhibit (d)(1) hereto
is incorporated herein by reference.
(b) The information set forth in the "Special Factors--
Recommendation of the Board of Directors of Magma; Reasons for the Merger;
Fairness of the Offer and the Merger" section of Exhibit (d)(1) hereto is
incorporated herein by reference.
(c) The information set forth in the "Summary--Required Vote" and
"General Information--Required Vote" sections of Exhibit (d)(1) hereto is
incorporated herein by reference.
(d) The information set forth in the "Special Factors--Background
of the Merger" and "Special Factors--Recommendation of the Board of Directors
of Magma; Reasons for the Merger; Fairness of the Offer and the Merger"
sections of Exhibit (d)(1) hereto is incorporated herein by reference.
(e) The information set forth in the "Special Factors--
Recommendation of the Board of Directors of Magma; Reasons for the Merger;
Fairness of the Offer and the Merger" section of Exhibit (d)(1) hereto is
incorporated herein by reference.
(f) Not Applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
Magma has received an opinion from Goldman, Sachs & Co. Inc., attached
to Exhibit (d)(1) hereto as Annex B thereto. CECI has received an opinion from
Gleacher & Co. Inc., attached to Exhibit (d)(1) hereto as Annex C thereto.
(a)-(c) The information contained in the "Special Factors--Background
of the Merger," "Special Factors--Opinion of CECI's Financial Advisor" and
"Special Factors--Opinion of Magma's Financial Advisor" sections of Exhibit
(d)(1) hereto is incorporated herein by reference.
Item 10. Interest in Securities of the Issuer.
(a) The information set forth in the "Selected Historical and Pro Forma
Financial Information--Notes to Pro Forma Unaudited Condensed Combined
Financial Data (Merger Consideration Consisting of a Combination of Cash and
CECI Common Stock)" and "Security Ownership Of Certain Beneficial Owners And
Management Of Magma" sections of Exhibit (d)(1) hereto is incorporated herein
by reference.
(b) Not applicable.
Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
The information set forth in the "Summary--Terms of the Merger; Merger
Consideration" and "The Merger Agreement" sections of Exhibit (d)(1) hereto is
incorporated herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a)-(b) The information set forth in the "General Information--
Required Vote" and "Special Factors--Recommendation of the Board of Directors
of Magma; Reasons for the Merger; Fairness of the Offer and the Merger"
sections of Exhibit (d)(1) hereto is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth in the "Summary--Dissenters' Rights"
and "Special Factors--Dissenters' Rights" sections and Annex D of Exhibit
(d)(1) hereto is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth in the "Magma Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Magma's
Consolidated Financial Statements and Notes Thereto" sections of Exhibit (d)(1)
hereto is incorporated herein by reference.
(b) The information set forth in the "Selected Historical and Pro
Forma Financial Information" section of Exhibit (d)(1) hereto is incorporated
herein by reference.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) Not applicable.
Item 16. Additional Information.
The information set forth in Exhibit (d)(1) hereto is incorporated
herein by reference.
Item 17. Material to be Filed as Exhibits.
Exhibit (a)(1) Commitment Letter, dated October 25,
1994, to CECI and CE Sub from Credit Suisse.
Exhibit (a)(2) The Merger Facility (To be filed by
Amendment when available).
Exhibit (b)(1) Opinion of Goldman, Sachs & Co. which is
attached as Annex B to Amendment No. 1
filed as Exhibit (d)(1) hereto.
Exhibit (b)(2) Opinion of the Gleacher & Co. Inc. which
is attached as Annex C to Amendment No. 1
filed as Exhibit (d)(1) hereto.
Exhibit (c)(1) The Merger Agreement which is attached
as Annex A to Amendment No. 1 filed as
Exhibit (d)(1) hereto.
Exhibit (d)(1) Amendment No. 1
Exhibit (e)(1) Not applicable.
Exhibit (f) Not applicable.
SIGNATURE
After due 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.
Dated: January 6, 1995
CALIFORNIA ENERGY COMPANY, INC.
By: /s/ John G. Sylvia
---------------------------
Name: John G. Sylvia
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
MAGMA POWER COMPANY
By: /s/ Ralph W. Boeker
---------------------------
Name: Ralph W. Boeker
Title: President and CEO
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
- --------- --------- ------------
(a)(1) Commitment Letter,
dated October 25,
1994, to CECI and CE
Sub from Credit Suisse
(d)(1) Amendment No. 1