-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ECZsQvQyXMMNbIYxPjHSFwrqEzzfUy502qiNY1hpeTatERrd4TwNP4Pgj7mpLQ2s jxXMqMs+rL2sJjgyJqq5wQ== 0001005477-98-002960.txt : 19981030 0001005477-98-002960.hdr.sgml : 19981030 ACCESSION NUMBER: 0001005477-98-002960 CONFORMED SUBMISSION TYPE: PRER14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981026 DATE AS OF CHANGE: 19981029 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGENERATION CORP OF AMERICA CENTRAL INDEX KEY: 0000795185 STANDARD INDUSTRIAL CLASSIFICATION: 4991 IRS NUMBER: 592076187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRER14A SEC ACT: SEC FILE NUMBER: 001-09208 FILM NUMBER: 98730389 BUSINESS ADDRESS: STREET 1: ONE CARLSON PARKWAY STREET 2: SUITE 240 CITY: MINNEAPOLIS STATE: MN ZIP: 55447-4454 BUSINESS PHONE: 612-745-7900 MAIL ADDRESS: STREET 1: ONE CARLSON PARKWAY STREET 2: SUITE 240 CITY: MINNEAPOLIS STATE: MN ZIP: 55447-4454 FORMER COMPANY: FORMER CONFORMED NAME: NRG GENERATING U S INC DATE OF NAME CHANGE: 19960507 FORMER COMPANY: FORMER CONFORMED NAME: O BRIEN ENVIRONMENTAL ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OBRIEN ENERGY SYSTEMS INC DATE OF NAME CHANGE: 19910804 PRER14A 1 PROXY STATEMENT PURSUANT TO SECTION 14(A) SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Definitive Proxy Statement |_| Definitive Additional Materials |X| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |_| Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) Cogeneration Corporation of America - - - - - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - - - - - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the filing fee is calculated and state how it was determined): - - - - - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - - - - - -------------------------------------------------------------------------------- (5) Total fee paid: - - - - - -------------------------------------------------------------------------------- |_| Fee paid previously with preliminary materials: - - - - - -------------------------------------------------------------------------------- |_| 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 statement 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: - - - - - -------------------------------------------------------------------------------- NEWS RELEASE - - - - - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CogenAmerica Files Solicitation in Opposition to Proxy Statement of NSP's NRG Energy Unit - - - - - -------------------------------------------------------------------------------- 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----