SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 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
(Name of the Issuer)
CALIFORNIA ENERGY COMPANY, INC.
(Name of Person Filing Statement)
Common Stock, $0.10 par value
(Title of Class of Securities)
559194105
(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
(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) [ss. 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: [ ].
CALCULATION OF FILING FEE
Transaction Valuation: $443,863,112.00* Amount of Filing Fee: $88,772.62
* The transaction was valued by determining the cost of purchasing 11,528,912
shares of Magma Power Company common stock, par value $0.10 per share
("Shares"), at the estimated price of $38.50. Such estimation was based on
(i) the Agreement and Plan of Merger among Magma, California Energy
Company, Inc. ("CECI") and CE Acquisition Company and (ii) CECI's intent to
elect to pay the merger consideration solely in cash.
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.
Amounts Previously Paid:
(a) $80,639.96
(b) $ 4,895.83
(c) $ 3,236.83
----------
$88,772.62
Form, Schedule or Registration Statement No.:
(a) Form S-4 of California Energy Company, Inc. (File No. 33-57053)
(b) Schedule 13E-3 of California Energy Company, Inc.
(File No. 5-33882)
(c) Schedule 14C of Magma Power Company
Filing Party:
(a) California Energy Company, Inc.
(b) California Energy Company, Inc.
(c) Magma Power Company
Date Filed:
(a) December 22, 1994 as amended on January 6, 1995, January 27, 1995
and February 1, 1995
(b) December 22, 1994 as amended on January 6, 1995, January 27, 1995
and February 1, 1995
(c) January 30, 1995
Page 1 of 17 Pages
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 (the "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") pursuant to an Agreement and Plan of
Merger dated as of December 5, 1994 (the "Merger Agreement"). The Merger is the
second and final step in the acquisition of Magma pursuant to the terms of the
Merger Agreement. The first step was a tender offer pursuant to which CE Sub, on
January 10, 1995, accepted for payment and purchased 12,400,000 shares of common
stock of Magma. The information contained in the Information
Statement/Prospectus of Magma and CECI (the "Information Statement") 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 the Information Statement 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 the Information Statement filed as
Exhibit (d)(1) hereto.
Exhibit (b)(2) Opinion of Gleacher & Co. Inc. which is
attached as Annex C to the Information Statement filed as
Exhibit (d)(1) hereto.
Exhibit (c)(1) The Merger Agreement
which is attached as Annex A to
the Information Statement filed as
Exhibit (d)(1) hereto.
Exhibit (d)(1) The Information Statement.
Exhibit (e) Not applicable.
Exhibit (f)(1) Not applicable.
Page 2 of 17 Pages
CROSS REFERENCE SHEET
Caption in Information 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 the Information Statement;
(b) MARKET PRICES OF AND
DIVIDENDS ON CAPITAL STOCK OF
MAGMA AND RELATED STOCKHOLDER
MATTERS; DESCRIPTION OF MAGMA
CAPITAL STOCK
(c)-(d) MARKET PRICES OF AND DIVIDENDS
ON CAPITAL STOCK OF MAGMA AND
RELATED STOCKHOLDER MATTERS;
DESCRIPTION OF MAGMA CAPITAL
STOCK
(e)-(f) Not Applicable
Page 3 of 17 Pages
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
Page 4 of 17 Pages
4. Terms of Transaction
(a) SUMMARY; SPECIAL FACTORS -
Purpose and Structure of the
Merger; SPECIAL FACTORS -
Financing of Merger
Consideration; SPECIAL
FACTORS - Certain Effects of
the Merger: Operations After
the Merger; THE MERGER
AGREEMENT
(b) RISK FACTORS - Conflicts of
Interest
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
Page 5 of 17 Pages
(d) Not Applicable
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 -
Recommendations of the Board
of Directors of Magma and
CECI; Reasons for the Merger;
Fairness of the Offer and the
Merger; SPECIAL FACTORS -
Alternatives to the Offer and
the Merger
(d) SPECIAL FACTORS - Background
of the Merger; SPECIAL FACTORS
- Purpose and Structure of the
Merger; SPECIAL FACTORS -
Certain Effects of the Merger:
Operations After the Merger;
SPECIAL FACTORS - Federal
Income Tax Consequences;
SPECIAL FACTORS - Federal
Securities Law Consequences;
THE MERGER AGREEMENT; RISK
FACTORS; SELECTED HISTORICAL
AND PRO FORMA FINANCIAL
INFORMATION
Page 6 of 17 Pages
8. Fairness of the
Transaction
(a) SUMMARY; SPECIAL FACTORS -
Recommendations of the Board
of Directors of Magma and
CECI; Reasons for the Merger;
Fairness of the Offer and the
Merger
(b) SPECIAL FACTORS -
Recommendations of the Board
of Directors of Magma and
CECI; Reasons for the Merger;
Fairness of the Offer and the
Merger; SPECIAL FACTORS -
Alternatives to the Offer and
the Merger
(c) SUMMARY - Required Vote;
GENERAL INFORMATION - Required
Vote
(d) SPECIAL FACTORS - Background
of the Merger; SPECIAL FACTORS
- Recommendations of the Board
of Directors of Magma and
CECI; Reasons for the Merger;
Fairness of the Offer and the
Merger
(e) SPECIAL FACTORS -
Recommendations of the Board
of Directors of Magma and
CECI; Reasons for the Merger;
Fairness of the Offer and the
Merger
(f) Not Applicable
Page 7 of 17 Pages
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
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) SUMMARY - Required Vote;
GENERAL INFORMATION - Required
Vote; SPECIAL FACTORS -
Recommendations of the Board
of Directors of Magma and
CECI; Reasons for the Merger;
Fairness of the Offer and the
Merger
Page 8 of 17 Pages
13. Other Provisions of the
Transaction
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
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
the Information Statement is
incorporated herein by
reference
Page 9 of 17 Pages
17. Material to be filed as
Exhibits
(a)(1) Commitment Letter, dated
October 25, 1994, to CECI and
CE Sub from Credit Suisse
(a)(2) The Merger Facility (To be
filed by Amendment when
available)
(b)(1) Opinion of Goldman, Sachs &
Co. which is attached as Annex
B to the Information Statement filed as
Exhibit (d)(1) hereto.
(b)(2) Opinion of the Gleacher & Co.
Inc. which is attached as
Annex C to the Information Statement
filed as Exhibit (d)(1) hereto.
(c)(1) The Merger Agreement which is
attached as Annex A to
the Information Statement filed as
Exhibit (d)(1) hereto.
(d)(1) Information Statement.
(e) Not applicable.
(f) Not applicable.
Page 10 of 17 Pages
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.
Page 11 of 17 Pages
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," "Special
Factors--Financing of Merger Consideration," "Special Factors--
Certain Effects of the Merger: Operations After the Merger" and
"The Merger Agreement" sections of Exhibit (d)(1) hereto is
incorporated herein by reference.
(b) The information set forth in the "Risk Factors--Conflicts
of Interest" section of Exhibit (d)(1) hereto is incorporated herein by
reference.
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.
Page 12 of 17 Pages
(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," "Special Factors--Recommendations of the Board of Directors of
Magma and CECI; Reasons for the Merger; Fairness of the Offer and the Merger"
and "Special Factors--Alternatives to 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--Certain Effects of the Merger: Operations After
the Merger," "Special Factors--Federal Income Tax Consequences," "Special
Factors--Federal Securities Law Consequences," "The Merger Agreement," "Risk
Factors" and "Selected Historical and Pro Forma Financial Information" 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--Recommendations of the Board of Directors of Magma and CECI; 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--Recommendations of the Board of Directors of Magma and CECI; Reasons
for the Merger; Fairness of the Offer and the Merger" and "Special
Factors--Alternatives to the Offer and the Merger" sections 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--
Recommendations of the Board of Directors of Magma and CECI;
Page 13 of 17 Pages
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--Recommendations of the Board of Directors of Magma and CECI; 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 Magma's
Financial Advisor" and "Special Factors--Opinion of CECI'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.
Page 14 of 17 Pages
Item 12. Present Intention and Recommendation of Certain Persons
with Regard to the Transaction.
(a)-(b) The information set forth in the "Summary--Required
Vote," "General Information--Required Vote" and "Special
Factors--Recommendations of the Board of Directors of Magma and CECI; 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) Not applicable.
(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.
Page 15 of 17 Pages
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 the Information Statement
filed as Exhibit (d)(1) hereto.
Exhibit (b)(2) Opinion of the Gleacher & Co. Inc. which
is attached as Annex C to the Information
Statement filed as Exhibit (d)(1) hereto.
Exhibit (c)(1) The Merger Agreement which is attached
as Annex A to the Information Statement filed as
Exhibit (d)(1) hereto.
Exhibit (d)(1) Information Statement.
Exhibit (e) Not applicable.
Exhibit (f) Not applicable.
Page 16 of 17 Pages
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: February 1, 1995
CE ACQUISITION COMPANY, INC.
By: /s/ Steven A. McArthur
Name: Steven A. McArthur
Title: Senior Vice President,
General Counsel and
Secretary
MAGMA POWER COMPANY
By: /s/ Steven A. McArthur
Name: Steven A. McArthur
Title: Senior Vice President,
General Counsel and
Secretary
Page 17 of 17 Pages
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) Information Statement