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Cogeneration Corporation of America
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<PAGE>
NEWS RELEASE
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FOR IMMEDIATE RELEASE
CogenAmerica Directors Studying Surprise Move
By Minority Shareholders To Remove CEO As Director
Minneapolis, MN, September 14, 1998 - The Committee of Independent Directors of
Cogeneration Corporation of America (CogenAmerica) (Nasdaq: CGCA) said today it
is studying today's filing by NRG Energy, Inc., a minority shareholder, seeking
the removal of CogenAmerica CEO Robert T. Sherman, Jr. as a director.
Spyros S. Skouras, Jr., chairman of the independent directors committee of
CogenAmerica, said, "The company and the committee received the 13(d) filing by
NRG Energy today. We are currently reviewing the filing and will make an
appropriate response in due course. In any case it is safe to say we view this
issue as a matter of corporate governance, not an issue of management
performance." At its most recent board of directors meeting in August, the board
of directors, including the NRG Energy representatives, voted unanimously to
appoint Sherman to his current position as CEP.
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.
The company said its management and independent directors had no advance notice
of the filing with the Securities and Exchange Commission. The filing requests a
special shareholders' meeting to vote on the proposal to remove Sherman as a
member of the company's board of directors and as chief executive officer.
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
