SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Exchange Act of 1934 (Amendment No. )
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|X| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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14a-6(e) (2))
Cogeneration Corporation of America
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(Name of Registrant as Specified in Its Charter)
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NEWS RELEASE
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FOR IMMEDIATE RELEASE
CogenAmerica Files Solicitation in Opposition
to Proxy Statement of NSP's NRG Energy Unit
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Minneapolis, MN, October 12, 1998 - The Committee of Independent Directors of
Cogeneration Corporation of America (CogenAmerica) (Nasdaq: CGCA) today filed a
solicitation in opposition to the proxy statement and consent statement of NRG
Energy, Inc. (NRG), a wholly-owned subsidiary of Northern States Power (NSP).
The filing said that CogenAmerica, its three independent directors, Lawrence I.
Littman, Spyros S. Skouras, Jr. and Charles J. Thayer, and its chief executive
officer, Robert Sherman, "believe that it is not in the interest of the company
or the company's public stockholders who own a majority of the company's stock
and who are not affiliated with NSP that Robert Sherman be removed as a director
of the company which would result in NSP's NRG unit taking control of the Board
of Directors and eventually the day to day operations of the company."
The independent directors gave a number of reasons for opposing the attempt by
NSP to remove Sherman as a director. The filing said, "Because NRG and
(CogenAmerica) are competitors in the same market for new projects, there is an
inherent conflict of interests between NSP's NRG unit and (CogenAmerica's)
public shareholders. . . .If NSP gains control of the board of directors of the
company, it will be in a position to acquire projects at the expense of the
company without the check of a meaningful independent voice -- neither in
management nor on the board."
The independent directors said that Sherman has worked together with them to
"monitor NSP's and NRG's actions and to protect the interests of the company and
its public shareholders. . . NRG has consistently offered the company projects
for purchase under the Co-Investment Agreement at prices significantly in excess
of fair market value." The filing cited a number of instances where Sherman did
not recommend acceptance of the terms that NRG attempted to impose on
CogenAmerica. The filing said that in doing so, Sherman's action saved
CogenAmerica's public shareholders several million dollars.
The committee of independent directors is a standing committee of CogenAmerica's
Board of Directors that was created under the company's bylaws at the time the
company emerged from bankruptcy in April 1996. The committee of Independent
Directors oversees certain relationships between the company and NRG Energy. The
committee is composed of Spyros S. Skouras, Jr., Lawrence Littman and Charles
Thayer. A description of the committee and its members and their relationship to
the company is contained in the company's most recent annual proxy statement on
file with the SEC.
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CogenAmerica and its subsidiaries develop and own cogeneration projects that
produce electricity and thermal energy for sale to industrial and commercial
users and public utilities. Approximately 45% of the outstanding common shares
of CogenAmerica are owned by NRG Energy, a wholly-owned subsidiary of Northern
States Power Company (NYSE: NSP).
For additional information contact Frank N. Hawkins, Jr. or Julie Marshall at
Hawk Associates, Inc. (305) 852-2383. Copies of CGCA press releases, SEC
filings, current price quotes and other valuable information for investors may
be found on the website http://www.hawkassociates.com
