NRG Energy, Inc. – ‘SC 13D/A’ on 9/14/98 re: Cogeneration Corp of America – EX-6

As of:  Monday, 9/14/98   ·   Accession #:  950124-98-4946   ·   File #:  5-39646

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4     21K 
                          Ownership                                              
 2: EX-6        Opinion re: Discount on Capital Shares                 2      8K 

EX-6   —   Opinion re: Discount on Capital Shares

EX-6
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                                                                       EXHIBIT 6

[NRG ENERGY, INC. LETTERHEAD] 

September 14, 1998

Mr. David H. Peterson                                                           
Chairman of the Board                                                           
Cogeneration Corporation of America                                             
One Carlson Parkway, Suite 240                                                  
Minneapolis, MN 55447                                                           

Dear Mr. Peterson:                                                              

NRG Energy, Inc. ("NRG"), the record holder of 3,106,612 shares       
(representing approximately 45% of the outstanding shares) of the Common Stock  
of Cogeneration Corporation of America (the "Company"), respectfully requests   
that you call a special meeting of the shareholders of the Company to vote upon 
the removal of Robert T. Sherman, Jr. from his position as a Director of the    
Company. NRG believes that it is in the best interest of the Company and its    
shareholders to call such a meeting as soon as possible.                        

 Mr. Sherman's actions and lack of leadership have demonstrably hampered
the Company's ability to grow and develop its business.                         

 NRG put at risk approximately $100 million in connection with acquiring
its position in the Company and bringing the Company out of bankruptcy and has  
a strong interest in increasing the value of its investment and the investments 
of the other holders of the Company's Common Stock. Mr. Sherman's refusal to    
engage in a constructive dialogue with all members of the Company's Board of    
Directors has created a deadlock at the Board of Directors imperiling the       
Company's prospects for long-term growth and success. NRG has offered to break  
this deadlock by either increasing the size of the Board of Directors or by     
decreasing the size of the Board of Directors to its size prior to the addition 
of Mr. Sherman as a Director in May 1997, but Mr. Sherman and the other         
Directors have refused NRG's offers.                                            

 As the Company's President and Chief Executive Officer, Mr. Sherman has
failed to keep the Board of Directors adequately informed as to the Company's   
business and financing plans. In addition, NRG believes that Mr. Sherman has    
not developed any viable investment prospects for the Company, is interested    
only in achieving short-term goals, and has not focused on the long-term        
prosperity of the Company. Mr. Sherman's removal as the Company's President and 
Chief Executive Officer is overdue and cannot be accomplished while he remains  
a Director.                                                                     

The combination of Mr. Sherman's ineffective leadership and his       
unwillingness to engage in constructive discussions with all of the members of  
the Company's Board threatens the long-term viability of the Company. For these 
reasons, NRG requests that a meeting of the                                     

EX-6
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Mr. David H. Peterson                                                           
September 14, 1998                                                              
Page 2                                                                          

shareholders of the Company be called, in order that the shareholders be        
permitted to decide whether they wish the Board to be able to progress in a     
reasonable and informed manner.                                                 

          Sincerely,

                   /s/ James J. Bender

               James J. Bender
                                  Vice President and General Counsel
                NRG Energy, Inc.

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/14/98		1		2			PREN14A
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