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 Directors Initiate Discussions With Northern States Power to Resolve Board Issues Minneapolis, MN, October 7, 1998 - The Committee of Independent Directors of Cogeneration Corporation of America (CogenAmerica) (Nasdaq: CGCA) acknowledged today that it has initiated discussions with Northern States Power (NSP) and its wholly-owned subsidiary NRG Energy, Inc., a minority shareholder of CogenAmerica, seeking to resolve issues of corporate governance. The independent directors expressed disappointment over today's court filing by NRG Energy. Spyros S. Skouras, Jr., chairman of the independent directors committee of CogenAmerica, said, "The company, the independent committee and the NRG board members are aware of NRG Energy's request for CogenAmerica's stockholder list and the responsibility and obligation of the full CogenAmerica board to respond to that request in accordance with corporate governance. It is unfortunate that NRG Energy has escalated this matter to the courts, as they announced via press release today. However, we are continuing to seek mutually acceptable resolution with NSP and NRG Energy concerning the issues disclosed in NRG's 13(d) proxy filing." 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