<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
WATTAGE MONITOR INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
94274R1023
- --------------------------------------------------------------------------------
(CUSIP Number)
Gerald R. Alderson
President
745 California Avenue
Reno, Nevada 89509
(775) 327-6000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 8, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
[Continued on the following page]
[Page 1 of 5 pages]
<PAGE>
SCHEDULE 13D
CUSIP No. 94274R1023 Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Gerald R. Alderson
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 1,935,243 shares
EACH -------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
-0-
-------------------------------------------
9 SOLE DISPOSITIVE POWER
1,935,243 shares
-------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,935,243 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 94274R1023 Page 3 of 5 Pages
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 94274R1023 Page 4 of 5 Pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this Statement
relates is Common Stock, $.01 par value (the "Company Common Stock"), of Wattage
Monitor Inc., a Nevada corporation (the "Company"), which has its principal
executive offices at 1100 Kietzke Lane, Reno, Nevada 89502.
Item 2. Identity and Background.
Gerald R. Alderson (the "Reporting Person") is the President, Chief
Executive Officer and a director of the Company, which provides electric rate
and service information. Mr. Alderson's principal office is located at 1100
Kietzke Lane, Reno, Nevada 89502. During the last five years, Mr. Alderson has
not been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Mr.
Alderson is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.
Item 4. Purpose of Transaction.
On February 26, 1999, WattMonitor LLC, a Delaware limited liability
company ("WMLLC"), merged (the "Merger") with and into Wattage Monitor Inc.,
(the "Company"), pursuant to an Agreement and Plan of Merger, dated as of
February 26, 1999 (the "Merger Agreement"). The Company provides electric rate
and service information primarily to commercial and residential consumers.
Following the Merger, the business of the Company is the business conducted by
WMLLC prior to the Merger.
Pursuant to the terms of the Merger Agreement, all outstanding units
(the "Units") of membership interests of WMLLC were converted into 7,550,450
shares of common stock, par value $.01 per share, of the Company. The shares
issued to the former holders of Units represent approximately 72% of the Company
following the Merger. The 1,437,000 Units held by Mr. Alderson were converted
into 1,901,910 shares of Company Common Stock.
In conjunction with the Merger, all outstanding WMLLC contingent
membership interests were canceled and replaced with options to purchase an
aggregate of 874,500 shares of Company Common Stock at an exercise price of
$1.00 per share. In addition, the Company issued four (4) warrants to the former
holders of warrants of WMLLC, representing rights to acquire an aggregate of
450,000 shares of the Company Common Stock at a purchase price of $1.50 per
share. The warrant to purchase 33,333 Units of WMLLC held by Mr. Alderson were
converted into a warrant to purchase 33,333 shares of Company Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 94274R1023 Page 5 of 5 Pages
Upon the consummation of the Merger, the number of members of the Board
of Directors of the Company was increased from 3 to 5. These 5 members shall
serve in such capacities until the next annual meeting of the stockholders of
the Company or until their earlier resignation or removal.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mr. Alderson is the record owner of 1,901,910 shares of
Company Common Stock and a warrant to purchase 33,333 shares of Company Common
Stock, representing approximately 15.8% of the outstanding Class. Mr. Alderson
has sole power to vote these shares and sole power to direct the disposition of
these shares.
(c) No transaction in the issued and outstanding shares of the Company
by the Reporting Person has been effected during the past 60 days.
(d) The Reporting Person is not aware of any other person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Company Common Stock set forth above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as otherwise noted, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the person named in
Item 2 and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit A. Merger Agreement, dated as of February 26, 1999.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
October 20, 1999 \s\ Gerald R. Alderson
----------------------
GERALD R. ALDERSON
