<PAGE> 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.
<PAGE>
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
<PAGE>
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)
<PAGE>Exhibit A
<TABLE>
Wayfinder Group, INC.
Consolidated Balance Sheet
December 31, 1999
(Unaudited, Subject to Adjustment)
(thousands of dollars)
<CAPTION>
<S> <C>
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
======
</TABLE>
<PAGE>Exhibit B
<TABLE>
Wayfinder Group, INC.
Consolidated Statement of Income and Accumulated Deficit
For the Periods Ended December 31, 1999
(Unaudited, Subject to Adjustment)
(thousands of dollars)
<CAPTION>
<S> <C>
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)
========
</TABLE>
<PAGE>Exhibit C
<TABLE>
<CAPTION>
Wayfinder Group, INC.
Statement of Cash Flows
For the Period Ended December 31, 1999
(Unaudited, Subject to Adjustment)
(thousands of dollars)
<S> <C>
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
========
</TABLE>
