-----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, LqiAEMcvukGI+uDDIMv3pu69ypmnIQWLQWkx/68OI4XxthLRQjlS+z8MsF05CTig 3wPkd9V6bKExtZCbLj6G7A== 0000071297-00-000010.txt : 20000302 0000071297-00-000010.hdr.sgml : 20000302 ACCESSION NUMBER: 0000071297-00-000010 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: SEC FILE NUMBER: 070-08555 FILM NUMBER: 557965 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 35-CERT 1 File Nos. 70-7950/70-8555 CERTIFICATE OF NOTIFICATION (Rule 24) SECURITIES AND EXCHANGE COMMISSION BY Wayfinder Group, INC. (WG) (Formerly NEES GLOBAL, INC. (NG)) In accordance with the orders of the Securities and Exchange Commission dated September 4, 1992 and May 15, 1995, the following is a report for the fourth quarter of 1999: 1.Effective December 15, 1999, NG changed its name to Wayfinder Group, Inc. (WG). WG is a Massachusetts corporation which was formed in January 1992. WG was not capitalized until October 13, 1992, when one thousand shares of WG common stock were issued to New England Electric System (NEES). On June 25, 1998, New England Water Heater Co., Inc. (NEWH), an energy-related company, became a wholly-owned subsidiary of NG in accordance with Rule 58 of the Act. The company's financial statements are consolidated with NG. In the fourth quarter of 1998, NEWH changed its name to NEWHC, Inc. Effective September 19, 1999, substantially all of the assets of NEWH were sold to Duperey Investments, Inc., an unaffiliated company. WG entered into agreements with companies located in Illinois, Maryland, Delaware, New York, Virginia, Minnesota, Massachusetts and District of Columbia to provide consulting services. A total of $349,000 in revenue was recognized in the fourth quarter of 1999. 2.As of December 31, 1999, NEES had purchased 1,000 shares of WG common stock and had made subordinated loans to WG totaling $11,951,000. 3.As of December 31, 1999, WG employed no permanent personnel. However, during the three-month period ending December 31, 1999, 64 employees of associated companies of NEES billed portions of their time to WG. 4.As of December 31, 1999, WG had not purchased or received from associated companies of NEES any intellectual property. 5.During the three-month period ended December 31, 1999, WG received legal, financial, and other administrative services from New England Power Service Company, amounting to $223,000. 6.Attached in Exhibits A through C are the consolidated financial statements of WG. These statements include a balance sheet, income statement, and statement of cash flows. All significant intercompany transactions have been eliminated. In May 1995, WG invested $1,000,000 in Separation Technologies, Inc. (STI). This investment is in the form of 153,846 shares of 6% cumulative convertible preferred stock. WG also provides maintenance services for STI equipment on an as needed basis, for which no revenue was recognized in the fourth quarter of 1999. In August 1997, WG invested $1,400,000 in Nexus Energy Software, Inc. in the form of 1,000,000 shares of Series A Preferred Stock. An additional investment of $750,000 was made in October 1998 in the form of 300,000 shares of Series B Preferred Stock. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this certificate of notification (Commission's File Nos. 70-7950/70-8555) to be signed on its behalf by the undersigned officer thereunto duly authorized. Wayfinder Group, Inc. s/ John G. Cochrane By: _________________________________ John G. Cochrane Treasurer Date: February 29, 2000 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at December 31, 1999 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Filed Accumulated Deficit for the twelve herewith months ended December 31, 1999 (Unaudited, subject to adjustment) C Statement of Cash Flows Filed for the twelve months ended herewith December 31, 1999 (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A Wayfinder Group, INC. Consolidated Balance Sheet December 31, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
ASSETS - ------ Current assets: Cash $ 240 Accounts receivable 223 Other current assets 414 ------ Total current assets 877 ------ Investments at cost: Separation Technologies, Inc. 1,000 Nexus, Inc. 2,150 ------ Total investments 3,150 ------ Note receivable 4,000 ------ Total assets $8,027 ====== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable $ 400 ------ Total current liabilities $ 400 ------ Deferred credits and other liabilities 13 ------ Parent company's investment: Subordinated notes payable to parent 11,951 Common stock, par value $1 per share 1 Other paid-in capital 4,353 Accumulated deficit (8,691) ------ Total parent company's investment 7,614 ------ Total liabilities and parent company's investment $8,027 ======
EX-99 4 EXHIBIT B Exhibit B Wayfinder Group, INC. Consolidated Statement of Income and Accumulated Deficit For the Periods Ended December 31, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
Twelve Months ------ INCOME - ------ Rental water heater revenue $ 6,764 Gain on sale of NEWHC, Inc. assets 3,389 Interest income from note receivable-Duperey Investments, Inc. 94 Consulting revenue and other 1,021 -------- Total income 11,268 EXPENSE - ------- Operating expenses 5,079 Loss on sale of interest in AllEnergy Marketing Co., Inc. 220 Depreciation 1,558 Income taxes 2,689 -------- Total expenses 9,546 -------- Net income $ 1,722 Accumulated deficit at beginning of period $(10,413) -------- Accumulated deficit at end of period $ (8,691) ========
EX-99 5 EXHIBIT C Exhibit C
Wayfinder Group, INC. Statement of Cash Flows For the Period Ended December 31, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars) Twelve Months ------ Operating Activities: Net income (loss) $ 1,722 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 1,558 Gain on sale of NEWHC, Inc. assets (3,389) Loss on investments 220 Deferred income taxes (836) (Increase)/decrease in accounts receivable (353) (Increase)/decrease in other current assets 503 Increase/(decrease) in accounts payable 162 Increase/(decrease) in other current liabilities (400) Other, net 1,101 -------- Net cash provided by (used in) operating activities $ 288 -------- Investing Activities: Fixed asset expenditures $ (1,724) Sale of interest in AllEnergy Marketing Co., LLC 456 Sale of New England Water Heater Co., Inc. 16,000 -------- Net cash provided by (used in) investing activities $ 14,732 -------- Financing Activities: Change in subordinated notes payable to parent $(15,375) -------- Net cash provided by (used in) financing activities $(15,375) -------- Net increase/(decrease) in cash and cash equivalents $ (355) Cash and cash equivalents at beginning of period 595 -------- Cash and cash equivalents at end of period $ 240 ========
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