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Calenergy Co Inc – ‘DFAN14A’ on 11/28/94 re: Magma Power Co/NV

As of:  Monday, 11/28/94   ·   Accession #:  899140-94-135   ·   File #:  1-11389

Previous ‘DFAN14A’:  ‘DFAN14A’ on 11/28/94   ·   Latest ‘DFAN14A’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/28/94  Calenergy Co Inc                  DFAN14A                1:10K  Magma Power Co/NV                 Willkie Fa..Gallagher/FA

Additional Definitive Non-Management Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Pressrelease 11/25                                     4     16K 

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92520033 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 MAGMA POWER COMPANY (Name of Registrant as Specified in its Charter) CALIFORNIA ENERGY COMPANY, INC. CE ACQUISITION COMPANY, INC. (Name of Person Filing Proxy Statement) Payment of filing fee (Check the appropriate box): [ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(i)(2). [X] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, schedule or registration statement no.: (3) Filing party: (4) Date filed:
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CONTACT: David L. Sokol, Chairman & CEO Dale R. Schuster, Vice President California Energy Company, Inc. (402) 330-8900 or Mark H. Harnett MacKenzie Partners, Inc. (212) 929-5877 FOR IMMEDIATE RELEASE: CALIFORNIA ENERGY ANNOUNCES BOARD NOMINEES FOR REQUESTED MAGMA SPECIAL MEETING OMAHA, Neb., Nov. 25 - California Energy Company, Inc. (NYSE, PSE, LSE: CE) ("CECI") announced today its four nominees for election to the Board of Directors of Magma Power Company (NASDAQ: MGMA) ("Magma") at a Special Meeting of Magma stockholders that CECI is currently seeking to call for December 22, 1994. CECI announced on November 1 that it has put its best offer on the table and that it intends to withdraw its $38.50 per share acquisition proposal if it has not signed a merger agreement with Magma or received a sufficient number of requests to call the Special Meeting by December 2, 1994. Each of the following nominees (the "CECI Nominees") were chosen by CECI because they are independent of and have no business relationship with CECI. Arthur M. Dubow. Mr. Dubow's business address is Briar Patch Road, East Hampton, New York 11937. Mr. Dubow is 61 years old. He is a private investor in New York. Mr. Dubow is a director of Castle Convertible Fund Inc., Spectra Fund, Inc., Coolidge Investment Corporation and the Family of Alger Mutual Funds. From 1982-1986, Mr. Dubow was President, Director and Vice-Chairman of The Boston Company Energy Advisors, Inc., a registered investment advisor offering services to institutional clients regarding direct investments in the oil and gas industry and from 1989 to 1991 was Chairman of Institutional Shareholder Services Inc. (an institutional investor advisory firm). Mr. Dubow received his A.B. from Harvard College, his L.L.B. from Harvard Law School and was a Fellow at the Center for International Affairs, Harvard University. Mr. Dubow is also a past member of the Advisory Board of the School of Advanced International Studies of John Hopkins University, New American Filmmakers Series, Whitney Museum (New York City) and the Institute for Educational Leadership (Washington, D.C.). Richard H. Neumann. Mr. Neumann's business address is 60674 Teton Court, Bend, Oregon 97702. Mr. Neumann is 60 years old. Since 1992 Mr. Neumann has been a private investor and business consultant. Mr. Neumann was an employee of CECI Company, Inc. from 1989 to 1991 and served as a Senior Vice President, Administration. Prior to joining CECI Company, Inc., Mr. Neumann held a variety of human resource management positions at Bechtel Group both in San Francisco and Houston before being elected Vice President and Manager of Personnel in 1987. Mr. Neumann has a B.S. Degree in Labor Economics from the University of Wisconsin and an M.S. Degree in Human Resources Management from Golden Gate University, San Francisco. Neil L. Papiano. Mr. Papiano's business address is One Wilshire Building, 27th Floor, 684 South Grand Avenue, Los Angeles, California 90017. Mr. Papiano is 60 years old. He is the Senior Managing Partner at the law firm of Iverson, Yoakum, Papiano &
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Hatch in Los Angeles. Mr. Papiano serves as a member of the Board of Trustees of The American University (Washington, D.C.) and Orthopedic Hospital (Los Angeles) and is a Lecturer at the University of California, School of Law, Davis, McGeorge School of Law, University of the Pacific, Sacramento and Georgetown University Law Center (Washington, D.C.). He received his B.A. and M.A. from Stanford University and his J.D. from Vanderbilt University. Mr. Papiano is also Chairman of the Board, Los Angeles Civic Light Opera Association and Los Angeles Forward (organization of 350 Los Angeles business persons and labor leaders formed to adopt a new Charter for the City) and is a member of the Board of Directors of the Los Angeles Performing Arts Council and Los Angeles Music Center Operating Company. Ronald L. Staskiewicz. Mr. Staskiewicz's business address is 3232 L Street, Omaha, Nebraska 68107. Mr. Staskiewicz is 51 years old. He is a private investor and engaged in the private practice of law in Omaha since 1992. Mr. Staskiewicz is the former Douglas County Attorney (1987-1991) and a past member of the National District Attorney's Association Board of Directors, as well as a member of the Associations's Drug Control Committee, Policy and Legislation Committee and Environmental Control Committee. Mr. Staskiewicz is also a former member of the Nebraska Drug Policy Board and the Governor's Nebraska Crime Commission. Mr. Staskiewicz received his B.A. and J.D. degrees from Creighton University, his L.L.M. degree from Southern Methodist University and is a graduate of the FBI National Law Institute. CECI has designated the class of director for each CECI Nominee. Of the four new directorships created, Mr. Dubow will serve until the 1995 Annual Meeting, Mr. Neumann will serve until the 1996 Annual Meeting of Stockholders and both Messrs. Papiano and Staskiewicz will serve until the 1997 Annual Meeting of Stockholders. CECI has agreed to pay each CECI Nominee (i) a retainer fee of $5,000 and (ii) an additional retainer fee of $10,000 if such CECI Nominee is required to attend one or more meetings of Magma's Board, in addition to any expenses incurred in attending any such meetings. Other than as set forth above, to the knowledge of CECI and CE Acquisition Company, Inc., none of the CECI Nominees (i) has any arrangements or understandings with any person or persons with respect to any future employment by Magma or its affiliates, or with respect to any future transactions to which Magma or any of its affiliates shall or may be a party; (ii) has carried on any occupation or employment with Magma or any corporation or organization which is or was a parent, subsidiary or other affiliate of Magma, or have ever served on Magma's Board; or (iii) has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other
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compensation, from, or in respect of, services rendered to or on behalf of Magma. No family relationships exist among the CECI Nominees or between any of the CECI Nominees and any director or executive officer of Magma. As of the date hereof, none of the CECI Nominees or any associate thereof who may be deemed a "participant" is the beneficial or record owner of any shares of common stock of Magma. None of the CECI Nominees is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of Magma. California Energy Company is a leading international developer, owner and operator of geothermal and other environmentally responsible power generation facilities. Its six existing facilities currently produce in excess of 325 MW of power with an additional 300 MW under construction. # # #

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘DFAN14A’ Filing    Date First  Last      Other Filings
12/22/942PREC14A,  PREN14A,  PRES14A
12/2/942SC 14D9/A
Filed on:11/28/94DFAN14A
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Filing Submission 0000899140-94-000135   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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