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NRG ENERGY, INC.
1221 Nicollet Mall
Suite 700
Minneapolis, MN 55403-2445
Fax (612) 373-5312
Telephone (800) 241-4NRG
---------------------------------
DAVID H. PETERSON
Chairman, President and CEO
November 2, 1998
Dear Fellow Stockholders:
I wrote to you on October 9, 1998 regarding NRG Energy, Inc.'s
proxy/consent solicitation with respect to the removal of Robert Sherman from
the Board of Directors of Cogeneration Corporation of America. This letter
provides an update on the status of this matter.
On October 26, 1998, we filed consents with Cogen's registered agent. These
consents represented more than 50% of Cogen's outstanding shares and consented
to Mr. Sherman's removal from Cogen's Board. This letter constitutes notice
under Section 228 of the Delaware General Corporation Law that Mr. Sherman was
removed from Cogen's Board by written consent of the shareholders without notice
and without a meeting. Because Mr. Sherman has asserted that this action by a
majority of Cogen's shareholders was invalid, IT IS CRITICAL THAT YOU SIGN AND
RETURN THE ATTACHED BLUE PROXY CARD. We still plan to have the Shareholder
Meeting on November 12, 1998 to remove any doubt regarding the validity of the
removal of Mr. Sherman.
On October 27, 1998, a regularly scheduled meeting of Cogen's Board was
held. At that meeting the Board voted to appoint Mr. Michael A. O'Sullivan to
the Board to fill the vacancy created by Mr. Sherman's removal. Also at that
meeting, the Board voted to terminate Mr. Sherman's employment agreement for
cause and to appoint Julie A. Jorgensen, NRG's Senior Counsel and Corporate
Secretary and a director of Cogen, as interim President and Chief Executive
Officer.
As you may already know, it has been necessary for NRG to participate in
three lawsuits in order to achieve the results outlined above. Attached hereto
as Exhibit A is a description of the status of these matters.
Attached hereto as Exhibit B is a list of persons who may be deemed to be
participants in the solicitation of proxies by NRG. Please feel free to call any
of them or MacKenzie Partners at 212-929-5500 with any question you may have
regarding this matter.
Very truly yours,
/s/DAVID H. PETERSON
David H. Peterson
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EXHIBIT A
DELAWARE LITIGATION
NRG requested that Cogen deliver a copy of the list of its stockholders.
When Cogen failed to deliver such list, NRG commenced a lawsuit in Delaware.
This lawsuit was settled and dismissed when Cogen agreed to produce the list.
NRG also filed an action in Delaware seeking a declaration that
stockholders holding a majority of Cogen's stock could act by written consent to
remove Mr. Sherman.
BANKRUPTCY COURT LITIGATION
Mr. Sherman and certain other Cogen directors commenced a lawsuit in
bankruptcy court in New Jersey seeking to prevent NRG from acting by written
consent unless NRG obtained consents of holders of more than 75% of Cogen's
outstanding stock. The bankruptcy court ruled that it did not have jurisdiction
over this matter and dismissed the lawsuit.
EXHIBIT B
PARTICIPANTS IN THE PROXY SOLICITATION
<TABLE>
<CAPTION>
PARTICIPANT'S NAME
AND BUSINESS ADDRESS DESCRIPTION OF BUSINESS OR PRESENT PRINCIPAL OCCUPATION
-------------------- -------------------------------------------------------
<S> <C>
NRG Energy, Inc..................... NRG is an independent power company whose principal
1221 Nicollet Mall, Suite 700 business is the acquisition, development and operation
Minneapolis, MN 55403 of, and ownership of interests in, independent power
and cogeneration facilities worldwide. NRG is a wholly
owned subsidiary of Northern States Power Company.
Michael A. O'Sullivan............... Vice President of NRG's North America division.
1221 Nicollet Mall, Suite 700
Minneapolis, MN 55403
Julie A. Jorgensen.................. Interim President and Chief Executive Officer of Cogen.
1221 Nicollet Mall, Suite 700
Minneapolis, MN 55403
James J. Bender..................... Vice President and General Counsel of NRG.
1221 Nicollet Mall, Suite 700
Minneapolis, MN 55403
Craig Mataczynski................... Vice President of U.S. Business Development of NRG.
1221 Nicollet Mall, Suite 700
Minneapolis, MN 55403
David H. Peterson................... President and Chief Executive Officer of NRG.
1221 Nicollet Mall, Suite 700
Minneapolis, MN 55403
Ronald J. Will...................... Vice President of Operations and Engineering of NRG.
1221 Nicollet Mall, Suite 700
Minneapolis, MN 55403
</TABLE>
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COGENERATION CORPORATION OF AMERICA
THIS PROXY IS SOLICITED BY NRG ENERGY, INC. ("NRG") FOR THE
SPECIAL MEETING OF STOCKHOLDERS OF COGENERATION CORPORATION OF
AMERICA (THE "COMPANY") THAT IS SCHEDULED FOR NOVEMBER 12, 1998,
AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF (THE "SPECIAL
MEETING").
Each of the undersigned, revoking all other proxies heretofore
given, hereby constitutes and appoints James J. Bender and Timothy
W. J. O'Brien, and each of them, with full power of substitution,
as proxy or proxies to represent and vote all shares of Common
Stock, par value $0.01 per share (the "Common Stock") of the
Company owned by the undersigned at the Special Meeting and any
adjournments or postponements thereof, as instructed below with
regard to the propositions set forth herein, as more fully set
forth in the Proxy Statement and Consent Statement of NRG Energy,
Inc., dated October 8, 1998 (receipt of which is hereby
acknowledged), and in their sole discretion upon any other matters
as may properly come before the Special Meeting that NRG does not
know, a reasonable time before the Special Meeting, are to be
presented at the Special Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH
THE DIRECTIONS GIVEN IN THIS PROXY AT THE SPECIAL MEETING
REGARDLESS OF WHEN THE SPECIAL MEETING IS HELD. IF NOT OTHERWISE
DIRECTED HEREIN, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR THE PROPOSAL TO REMOVE ROBERT SHERMAN FROM THE COMPANY'S
BOARD OF DIRECTORS. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT
BEFORE THE SPECIAL MEETING THAT NRG DOES NOT KNOW, A REASONABLE
TIME BEFORE THE SPECIAL MEETING, ARE TO BE PRESENTED AT THE
SPECIAL MEETING, SUCH SHARES WILL BE VOTED ON SUCH MATTERS AS THE
PROXIES NAMED HEREIN, IN THEIR SOLE DISCRETION, MAY DETERMINE.
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NRG RECOMMENDS A VOTE FOR THE PROPOSAL TO REMOVE ROBERT SHERMAN
FROM THE COMPANY'S BOARD OF DIRECTORS.
1. REMOVAL OF DIRECTOR: To remove Robert Sherman from the Company's
Board of Directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Date
- -------------------------------------------------------------------------------,
1998.
Signature
---------------------------
Title
---------------------------
---------------------------
(Signature, if Held
Jointly)
Please sign exactly as name
appears hereon. PLEASE
MANUALLY DATE THIS CARD.
When signing as an
attorney, executor,
administrator, trustee or
guardian, give full title
as such. If a corporation,
sign in full corporate name
by President or other
authorized officer. If a
partnership, sign in
partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE ALSO MARK, SIGN, DATE AND MAIL THE ENCLOSED GOLD CONSENT CARD.
