According to John DeCamp, FirsTier Bank "was the bank Larry King's pilfered $40 million passed through, without anybody batting an eye." In 1987-88, at the time of the Franklin Credit Union scandal was revealed, there were two men serving on the board of FirsTier Financial, Inc. who were also directors of a company called Valmont Industries--Robert H. Daugherty and William F. Welsh II. #### Note below that Thomas F. Madison is also on the board of US West Communications--a board on which Cheney sits. Also interesting is the fact that Lloyd P. Johnson serves on the board of Cargill and Norwest. Charles M. Harper is on the ConAgra board, as is Walter Scott, Jr., who also serves on the board of Berkshire Hathaway and Burlington Resources. A recent makeup of Valmont's board is shown below.[1] Burlington Resources is a company affiliated with the Burlington Railroad, formerly the Atchison, Topeka and Santa Fe in St. Louis. The Bush and Walker families have been closely connected to this company. Walter Scott, Jr. was on the FirsTier board in 1987 and has been on Valmont since 1981, as well as on Burlington Resources and other boards. He currently is on the board of Mid American Energy, sitting alongside a man with a fascinating resume, named Sir Neville G. Trotter, JP., DL., FCA, FRAeS, 67 [3] Another thing that stands out is the obvious connection between the FirsTier Financial and Peter Kiewit Sons, Inc. The latter company controls the Kiewit Royalty Trust, which was created under a Trust Indenture dated May 17, 1982 by Peter Kiewit Sons', Inc., a Delaware corporation to provide "an efficient, orderly and practical means for the administration of income received from certain royalty and overriding royalty interests */ in certain coal leases." The Trust has no active plan of business operation and was set up to distribute income to holders of Units. (The trustee of the Trust is First Bank, National Association ("Trustee"), Omaha, Nebraska, which is a wholly owned subsidiary of First Bank System, Inc., a registered bank holding company. First Bank, National Association is a successor to << FirsTier>> Bank N.A. Omaha, as a result of the merger of << FirsTier>> Financial Inc., the parent holding company of the former trustee, with and into First Bank System, Inc. FirsTier was also closely tied to California Energy and Magma Power Co. (a Nevada corporation). In a 1995 proxy statement for MAGMA POWER COMPANY, 4365 Executive Drive, Suite 900, San Diego, California 92121 a meeting to be held in Omaha, Nebraska, was announced by chairman David Sokol at which Magma stockholders would consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of December 5, among Magma, California Energy Company, Inc. ("CECI") and CE Acquisition Company, Inc., a wholly owned subsidiary of CECI ("CE Sub"), pursuant to which CE Sub will be merged with and into Magma (the "Merger"). The statement also contained the following information: Kiewit Energy Company ("Kiewit Energy"), a wholly owned subsidiary of Peter Kiewit Sons', Inc. ("PKS"), is an approximate 43% stockholder (on a fully diluted basis) in CECI. PKS, a Delaware corporation, is a large employee-owned company which had approximately $2.2 billion in revenues in 1993 from its interests in construction, mining, energy and telecommunications. PKS is one of the largest construction companies in North America and has been in the construction business since 1884. PKS is a joint venture participant in a number of CECI's international private power projects. The principal executive offices of CECI and CE Sub are located at 10831 Old Mill Road, Omaha, Nebraska 68154 and their telephone number is (402) 330-8900. CE Sub is a wholly owned subsidiary of CECI and has not conducted any business except in connection with the Offer. CECI and CE Sub were incorporated in 1971 and 1994, respectively, under the laws of the State of Delaware. The principal executive offices of PKS are located at 1000 Kiewit Plaza, Omaha, Nebraska 68131, and its telephone number is (402) 342-2052. PKS was incorporated in 1941 under the laws of the State of Delaware. The board of directors of Magma are as follows, and the detailed descriptions of their background are set out in the footnote below.[4] David L. Sokol 38 Chief Executive Officer, Chairman of the Board of Directors, Director Thomas R. Mason 50 President and Chief Operating Officer Steven A. McArthur 36 Senior Vice President, General Counsel and Secretary Donald M. O'Shei, Sr. 60 Senior Vice President, Asia Division John G. Sylvia 35 Senior Vice President, Chief Financial Officer and Treasurer Gregory E. Abel 32 Vice President, Chief Accounting Officer and Controller Edward F. Bazemore 57 Vice President, Human Resources David W. Cox 38 Vice President, Legislative and Regulatory Affairs Vincent B. Fesmire 53 Vice President, Development and Implementation David P. Maystrick 43 Vice President, Construction Dale R. Schuster 42 Vice President, Administration Edgar D. Aronson 59 Director Judith E. Ayres 49 Director James Q. Crowe 44 Director Richard K. Davidson 52 Director Ben Holt 80 Director Richard R. Jaros 42 Director Everett B. Laybourne 82 Director Herbert L. Oakes, Jr. 47 Director Walter Scott, Jr. 62 Director Barton W. Shackelford 73 Director David E. Wit 32 Director ++++ Notes: [1]Nominees For Election - Terms Expire 1999: Mogens C. Bay, Age 47, President and Chief Executive Officer of the Company since August 1993 and Director of the Company since October 1993. From November 1990 to August 1993 served as President and Chief Operating Officer of the Irrigation Division of the Company. Served as Director of Company continuously since October 1993. << Valmont>> Stock: 201,932 shares John E. Jones, Age 61, Retired Chairman, President and Chief Executive Officer of CBI Industries, Inc. since January 1996. Chairman, President and Chief Executive Officer of CBI Industries, Inc. from June 1989 to January 1996. Director, Allied Products Corporation, Amsted Industries Incorporated, Interlake Corporation and NICOR Inc. Served as Director of Company continuously since April 1993 << Valmont>> Stock: 5,000 shares Walter Scott, Jr., Age 64, Chairman of the Board, President and Director of Peter Kiewit Sons', Inc.; Director, Berkshire Hathaway, Inc., Burlington Resources, Inc., California Energy Company, ConAgra, Inc., C-TEC Corporation, FirsTier Financial, Inc. and MFS Communications Co., Inc. Served as Director of Company continuously since April 1981. << Valmont>> Stock: 26,000 shares Continuing Directors - Terms Expire 1998: Charles M. Harper, Age 68, Chairman of the Board and Director of RJR Nabisco Holdings Corp. since May 1993; Chief Executive Officer May 1993 to December 1995. Chairman of the Board and Director of Nabisco Holdings Corp. since January 1995. Chairman of the Board of ConAgra, Inc. 1981 - May 1993, and Chief Executive Officer of ConAgra 1976 - September 1992; Director, ConAgra, Inc., E.I. DuPont de Nemours & Co., Inc., Norwest Corporation and Peter Kiewit Sons', Inc. Served as Director of Company continuously since April 1979. << Valmont>> Stock: 38,000 shares Lloyd P. Johnson, Age 65, Retired Chairman of Norwest Corporation since May 1995. Chairman of Norwest Corporation from January 1989 to May 1995 and Chief Executive Officer of Norwest Corporation from January 1989 to January 1993. Director, Norwest Corporation, Cargill, Incorporated, Musicland Stores Corporation; Trustee, Minnesota Mutual Life Insurance Company; Member, Advisory Board of Directors, Minnegasco. Served as Director of Company continuously since June 1991. << Valmont>> Stock: 6,000 shares Thomas F. Madison, Age 60, President, MLM Partners since January 1993; Vice Chairman and Office of CEO of Minnesota Mutual Life Insurance Company February 1994 - August 1994; President - Markets, U S WEST Communications June 1987 - December 1992; Director, Alexander & Alexander Insurance Advisory Board, Communications Holdings, Inc., Eltrax Systems, Inc., LHS Health Systems, Minnegasco Advisory Board and Span Link. Served as Director of Company continuously since June 1987. << Valmont>> Stock: 12,000 shares Continuing Directors - Terms Expire 1997: Robert B. Daugherty, Age 74, Chairman of the Board and Director of the Company; Director, KN Energy, Inc. and Peter Kiewit Sons', Inc. Served as Director of Company continuously since March 1947. << Valmont>> Stock: 3,550,784 shares Allen F. Jacobson, Age 69, Retired Chairman and Chief Executive Officer of 3M Company; Director, 3M Company, Abbott Laboratories, Deluxe Corporation, Mobil Corporation, Northern States Power Company, Potlatch Corporation, Prudential Insurance Company of America, Sara Lee Corporation, Silicon Graphics, Inc. and U S WEST Inc. Served as Director of Company continuously since July 1976. << Valmont>> Stock: 16,000 shares Robert G. Wallace, Age 69, Retired Executive Vice President and Director of Phillips Petroleum Co.; Director, CBI Industries, Inc. and A. Schulman, Inc. ########## [2] In 1996 the slate of directors of Burlington Resources to be voted on included the following nominees:::: Each of the following nominees is a Director of the Company at the present time: JOHN V. BYRNE--Retired. Age--67. Chairman--Audit Committee. Dr. Byrne has been retired since January 1996. From November 1984 to December 1995, Dr. Byrne was President of Oregon State University. Dr. Byrne has been a Director of the Company since 1988. S. PARKER GILBERT--Retired. Age--62. Member--Compensation and Nominating Committee. Mr. Gilbert has been retired since January 1991. Mr. Gilbert has been a Director of the Company since 1990. Mr. Gilbert is also a director of ITT Industries, Inc., Morgan Stanley Group Inc., and Taubman Centers, Inc. Morgan Stanley & Co. Incorporated, a subsidiary of Morgan Stanley Group Inc., acts as a commercial paper dealer for, and provides investment banking and financial advisory services to, the Company and its subsidiaries. JAMES F. MCDONALD--President and Chief Executive Officer, Scientific-Atlanta, Inc., Norcross, Georgia--Telecommunications. Age--55. Member--Audit Committee. Since July 1993, Mr. McDonald's principal occupation has been as shown above. From July 1991 until July 1993, Mr. McDonald was a partner with J.H. Whitney & Co. From January 1991 until July 1991, Mr. McDonald was Vice Chairman of the Board of Prime Computer, Inc. Mr. McDonald has been a Director of the Company since 1988. Mr. McDonald is also a director of Scientific-Atlanta, Inc. THOMAS H. O'LEARY--Chairman of the Board, Burlington Resources Inc., Houston, Texas. Age--61. Since December 1995, Mr. O'Leary's principal occupation has been as shown above. From February 1993 to December 1995, Mr. O'Leary was Chairman of the Board, President and Chief Executive Officer of Burlington Resources Inc. From July 1992 to February 1993, Mr. O'Leary was Chairman of the Board and Chief Executive Officer of Burlington Resources Inc. From October 1990 until July 1992, Mr. O'Leary was Chairman of the Board, President and Chief Executive Officer of Burlington Resources Inc. Mr. O'Leary has been a Director of the Company since 1988. Mr. O'Leary is also a director of B.F. Goodrich and The Kroger Company. DONALD M. ROBERTS--Retired. Age--60. Member--Audit Committee. Mr. Roberts has been retired since September 1995. From February 1990 until September 1995, Mr. Roberts was Vice Chairman and Treasurer, United States Trust Company of New York and its parent, U.S. Trust Corporation. Mr. Roberts has been a Director of the Company since 1993. Mr. Roberts is also a director of York International Corporation. WALTER SCOTT, JR.--Chairman and President, Peter Kiewit Sons', Inc., Omaha, Nebraska -- Construction, Mining and Telecommunications. Age--64. Chairman--Compensation and Nominating Committee. For more than five years Mr. Scott's principal occupation has been as shown above. Mr. Scott has been a Director of the Company since 1988. Mr. Scott is also a director of Berkshire Hathaway Inc., California Energy Company, Inc., C-TEC Corporation, ConAgra, Inc., FirsTier Financial, Inc., MFS Communications Company, Inc. and << Valmont>> Industries, Inc. BOBBY S. SHACKOULS--President and Chief Executive Officer, Burlington Resources Inc., Houston, Texas. Age--45. Since December 1995, Mr. Shackouls' principal occupation has been as shown above. Since October 1994, Mr. Shackouls has been President and Chief Executive Officer of Meridian Oil Inc., a wholly owned subsidiary of the Company. From June 1993 to October 1994, Mr. Shackouls was Executive Vice President and Chief Operating Officer of Meridian Oil Inc. >From July 1991 to May 1993, Mr. Shackouls was President and Chief Operating Officer of Torch Energy Advisors, Inc. From September 1988 to July 1991, Mr. Shackouls was Executive Vice President of Torch Energy Advisors, Inc. Mr. Shackouls has been a Director of the Company since 1995. WILLIAM E. WALL--Of Counsel, Siderius Lonergan, Seattle, Washington--Law. Age--67. Member--Compensation and Nominating Committee. For more than five years, Mr. Wall's principal occupation has been as shown above. Mr. Wall has been a Director of the Company since 1992. ####### [3] Sir Neville was appointed a director in May 1997. In June 1997 he was appointed a Deputy Lieutenant of the County of Tyne and Wear to assist the Lord Lieutenant as a representative of Queen Elizabeth. He was an elected Member of Parliament from 1974 to 1997 serving as a Member to the Trade & Industry Select Committee, Defence Select Committee and the Transport Select Committee. Prior to becoming a Member of Parliament, Mr. Trotter was a Chartered Accountant and Senior Partner with Grant Thornton and a member of the firm's National Executive Team. Mr. Trotter continued to practice as an active Consultant with Grant Thornton after his election to Parliament. He currently serves as Non-Executive Director or Advisor with several British corporations and trade associations. He is Vice President to the British Marine Council and a Member of the Council of the North East Chamber of Commerce Trade and Industry based in Newcastle upon Tyne. ####### [4] David L. Sokol, 38, Chairman of the Board of Directors and Chief Executive Officer. Mr. Sokol has served as Chief Executive Officer of CECI since April 19, 1993 and as Chairman of the Board of Directors since May 5, 1994, has been a director of CECI since March 1991 and served as President from April 1993 until January 1995. Formerly, Mr. Sokol was Chairman, President and Chief Executive Officer of CECI from February 1991 until January 1992. Mr. Sokol has served as Chairman, President and Chief Executive Officer of the Purchaser since its formation on September 22, 1994. Mr. Sokol was the President and Chief Operating Officer of, and a director of, JWP, Inc., from January 27, 1992 to October 1, 1992. >From November 1990 until February 1991, Mr. Sokol was the President and Chief Executive Officer of Kiewit Energy Company, the largest stockholder of CECI and a wholly owned subsidiary of PKS. From 1983 to November 1990, Mr. Sokol was the President and Chief Executive Officer of Ogden Projects, Inc. Thomas R. Mason, 50, President and Chief Operating Officer, Mr. Mason joined CECI in March 1991. From October 1989 to March 1991, Mr. Mason was Vice President and General Manager of Kiewit Energy Company. From 1991 to 1993 he was Senior Vice President, Mr. Mason acted as a consultant in the energy field from June 1988 to October 1989. Prior to that, Mr. Mason was Director of Marketing for Energy Factors, Inc., a non-utility developer of power facilities. Steven A. McArthur, 36, Senior Vice President, General Counsel and Secretary. Mr. McArthur joined CECI in February 1991. Mr. McArthur has served as a director, Senior Vice President, General Counsel and Secretary of the Purchaser since its formation on September 22, 1994. From 1988 to 1991 he was an attorney in the Corporate Finance Group at Shearman & Sterling in San Francisco. From 1984 to 1988 he was an attorney in the Corporate Finance Group at Winthrop, Stimson, Putnam & Roberts in New York. Donald M. O'Shei, Sr., 60, Senior Vice President, Asia Division and President, CE International, Ltd. General O'Shei was in charge of engineering and operations for CECI from October 1988 until October 1991. He rejoined CECI as a Vice President in August 1992. Previously he was President and Chief Executive Officer of AWD Technologies, Inc., a hazardous waste remediation firm, and President and General Manager of its predecessor company, Atkinson-Woodward Clyde. He was a brigadier general in the U.S. Army prior to joining the Guy F. Atkinson Co. in 1982 as Director of Corporate Planning and Development. John G. Sylvia, 35, Senior Vice President, Chief Financial Officer and Treasurer. Mr. Sylvia joined CECI in 1988. Mr. Sylvia has served as a director, Senior Vice President, Chief Financial Officer and Treasurer of the Purchaser since its formation on September 22, 1994. From 1985 to 1988, Mr. Sylvia was a Vice President in the San Francisco office of the Royal Bank of Canada, with responsibility for corporate and capital markets banking. From 1986 to 1990, Mr. Sylvia served as an Adjunct Professor of Applied Economics at the University of San Francisco. From 1982 to 1985, Mr. Sylvia was a Vice President with Bank of America. Gregory E. Abel, 32, Vice President, Chief Accounting Officer and Controller. Mr. Abel joined CECI in 1992. Mr. Abel is a Chartered Accountant and from 1984 to 1992 he was employed by Price Waterhouse. As a Manager in the San Francisco office of Price Waterhouse, he was responsible for clients in the energy industry. Edward F. Bazemore, 57, Vice President, Human Resources. Mr. Bazemore joined CECI in July 1991. From 1989 to 1991, he was Vice President, Human Resources, at Ogden Projects, Inc. in New Jersey. Prior to that, Mr. Bazemore was Director of Human Resources for Ricoh Corporation, also in New Jersey. Previously, he was Director of Industrial Relations for Scripto, Inc. in Atlanta, Georgia. David W. Cox, 38, Vice President, Legislative and Regulatory Affairs. Mr. Cox joined CECI in 1990. From 1987 to 1990 Mr. Cox was a Vice President with Bank of America N.T. & S.A. in the Consumer Technology and Finance Group. >From 1984 to 1987, Mr. Cox held a variety of management positions at First Interstate Bank. Vincent B. Fesmire, 53, Vice President, Development and Implementation. Mr. Fesmire joined CECI in October 1993. Prior to joining CECI, Mr. Fesmire was employed for 19 years with Stone & Webster, an engineering firm, serving in various management level capacities with an expertise in geothermal design engineering. David P. Maystrick, 43, Vice President, Construction. Mr. Maystrick joined CECI in April 1994. From 1978 to 1994, Mr. Maystrick was employed as Senior Project Manager with HDR Engineering, Inc. and was responsible for implementing and monitoring several full service contracts to design, to construct, and to operate electric and steam generating facilities. From 1974 to 1977, Mr. Maystrick was a design engineer of fossil fuel and nuclear power plants at Gibbs & Hill, Inc. Dale R. Schuster, 42, Vice President, Administration. Mr. Schuster joined CECI in July 1994. From 1991 until joining CECI, he was Senior Vice President and General Manager of AutoInfo, Inc., a software development and information systems company, and prior to that, Vice President and General Manager of ValCom, Inc. Edgar D. Aronson, 59. Mr. Aronson has been a director of CECI since April 1983. Mr. Aronson founded EDACO Inc., a private venture capital company, in 1981, and has been President of EDACO since that time. Prior to that, Mr. Aronson was Chairman of Dillon, Read International from 1979 to 1981 and a General Partner in charge of the International Department at Salomon Brothers Inc from 1973 to 1979. Judith E. Ayres, 49. Ms. Ayres has been a director of CECI since July 1990. Since 1989 Ms. Ayres has been Principal of The Environmental Group, an environmental consulting firm in San Francisco, California. From 1988 to 1989, Ms. Ayres was a Vice President/Principal of William D. Ruckelshaus Associates, an environmental consulting firm. From 1983 to 1988 Ms. Ayres was the Regional Administrator of Region 9 (Arizona, California, Hawaii, Nevada and the Western Pacific Islands) of the United States Environmental Protection Agency. James Q. Crowe, 44. Mr. Crowe has been a director of CECI since March 1991. Mr. Crowe is Chairman and Chief Executive Officer of MFS Communications Company, Inc., a publicly traded company in which PKS holds a majority ownership interest. Prior to assuming his current position in 1991, Mr. Crowe was President of Kiewit Industrial Company, a subsidiary of PKS. Before joining Kiewit Industrial Company in 1986, Mr. Crowe was Group Vice President, Power Group at Morrison-Knudsen Corporation. Mr. Crowe is a director of C-TEC Corporation, a publicly traded company in which PKS holds a majority ownership interest. Richard K. Davidson, 52. Mr. Davidson was appointed a director of CECI in March 1993. Mr. Davidson has been Chairman and Chief Executive Officer of Union Pacific Railroad since 1991. From 1989 to 1991 he was Executive Vice President--Operations of Union Pacific Railroad, and from 1986 to 1989 he was Vice President--Operations of Union Pacific Railroad. Mr. Davidson is also a director of << FirsTier>> Financial, Inc., Chicago & Northwestern Holdings Corporation and Missouri Pacific Railroad Company. Ben Holt, 80. Mr. Holt has been a director of CECI since September 1993. Mr. Holt is the founder, and was Chairman and Chief Executive Officer, of The Ben Holt Co., an engineering firm located in Pasadena, California, which CECI acquired in September 1993. Mr. Holt retired as Chairman and CEO of The Ben Holt Co. in December 1993 and is currently a consultant to CECI. Mr. Holt is a beneficial owner of 3,763 Shares, representing less than 1% of the outstanding Shares. Richard R. Jaros, 42. Mr. Jaros has been a director of CECI since March 1991. Mr. Jaros served as Chairman of the Board from April 19, 1993 to May 5, 1994 and served as President and Chief Operating Officer of CECI from January 8, 1992 to April 19, 1993. From 1990 until January 8, 1992, Mr. Jaros served as a Vice President of PKS and is currently an Executive Vice President and a director of PKS. Mr. Jaros serves as a director of MFS Communications Company, Inc. and C-TEC Corporation, both of which are publicly traded companies in which PKS holds a majority ownership interest. From 1986 to 1990, Mr. Jaros served as a Vice President for Mergers and Acquisitions for Kiewit Holdings, a subsidiary of PKS. Everett B. Laybourne, 82. Mr. Laybourne has been a director of CECI since May 1988. For many years he served as counsel for a number of major publicly-held corporations. He also presently serves as a Vice President and Trustee of The Ralph M. Parsons Foundation and as National Board Chairman of WAIF, Inc. From 1969 to 1988, Mr. Laybourne was senior partner in the law firm of MacDonald, Halsted & Laybourne in Los Angeles, California, whose successor firm was Baker & McKenzie to which he acted for five years in an of counsel capacity. He continues in the practice of law in Los Angeles. Herbert L. Oakes, Jr., 47. Mr. Oakes has been a director of CECI since October 1987. In 1982, Mr. Oakes founded and became President of H.L. Oakes & Co., Inc., a corporate advisor and dealer in securities. From 1988 to the present, Mr. Oakes has served as a Managing Director of Oakes, Fitzwilliams, Co., Limited, a member of the Securities and Futures Authority Limited and The London Stock Exchange. Mr. Oakes is a director of Shared Technologies, Inc., Harcor Energy Inc. and New World Power Corporation. Walter Scott, Jr., 62. Mr. Scott has been a director of CECI since June 1991. Mr. Scott was the Chairman and Chief Executive Officer of CECI from January 8, 1992 until April 19, 1993. Mr. Scott is Chairman and President of PKS, a position he has held since 1979. Mr. Scott is a director of Berkshire Hathaway, Inc., Burlington Resources, Inc., ConAgra, Inc., << FirsTier>> Financial, Inc., and Valmont Industries, Inc. Mr. Scott also serves as a director of MFS Communications Company, Inc. and C-TEC Corporation, both publicly traded companies in which PKS holds a majority ownership interest. Barton W. Shackelford, 73. Mr. Shackelford has been a director of CECI since June 1986. Mr. Shackelford served as President and a director of Pacific Gas & Electric Company from 1979 until his retirement in 1985. He is a director of Harding Associates, Inc. David E. Wit, 32. Mr. Wit has been a director of CECI since April 1987. He is co-founder and Co-Chief Executive Officer of Logicat, Inc., a software development/publishing firm. Prior to working at Logicat, Inc. Mr. Wit worked at E.M. Warburg, Pincus & Company, where he analyzed seed-stage financing and technology investments.
