GENERAL PUBLIC UTILITIES CORPORATION
100 Interpace Parkway Parsippany, New Jersey 07054-1149
Notice of Annual Meeting of Stockholders to be Held May 5, 1994
Notice is hereby given that the Annual Meeting of
Stockholders of General Public Utilities Corporation will be held
at the Holiday Inn, 250 Market Street, Johnstown, Pennsylvania,
on Thursday, May 5, 1994 at 10:00 o'clock in the morning (local
time):
1. To elect four directors of the Corporation to hold
office for three-year terms beginning upon their
election at the 1994 Annual Meeting.
2. To consider the ratification of the selection by the
Board of Directors of Coopers & Lybrand as independent
auditor for the year 1994.
3. To consider, if submitted, the stockholder proposal set
forth in the accompanying Proxy Statement.
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4. To transact such other business as may properly come
before the meeting.
Only holders of record of issued and outstanding shares of
Common Stock of the Corporation at the close of business on
March 14, 1994 will be entitled to vote at the meeting. Such
stockholders may vote in person or by proxy. If your shares are
registered in the name of a brokerage firm or trustee and you
plan to attend the meeting, please obtain from the firm or
trustee a letter or other evidence of your beneficial ownership
of those shares to facilitate your admittance to the meeting.
The stock transfer books of the Corporation will not be closed.
By order of the Board of Directors,
MARY A. NALEWAKO, Secretary
March 31, 1994
The 1993 Annual Report was previously transmitted to
stockholders. It is expected that the annexed Proxy Statement
and enclosed form of Proxy will be first sent to stockholders on
or about March 31, 1994.
If you wish to receive, without charge, a copy of the GPU System
Statistics or the Corporation's 1993 Annual Report to the
Securities and Exchange Commission on Form 10-K, direct your
request to: Stockholder Relations, General Public Utilities
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Corporation, 100 Interpace Parkway, Parsippany, New Jersey
07054-1149, or call (201) 263-6600.
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You Are Cordially Invited to Attend the Annual Meeting
If you plan to attend the meeting in person, please mark
your Proxy in the space provided for that purpose. An admittance
card will be mailed to you prior to the meeting.
Whether or not you attend the meeting, we hope that you will
sign and return the enclosed Proxy as promptly as possible. Your
vote is important.
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GENERAL PUBLIC UTILITIES CORPORATION
100 Interpace Parkway Parsippany, New Jersey 07054-1149
Proxy Statement for Annual Meeting - May 5, 1994
STOCKHOLDERS ENTITLED TO VOTE
Holders of record at the close of business on March 14, 1994
of the outstanding Common Stock (consisting of 115,015,068
shares) are entitled to vote at the Annual Meeting of
Stockholders of the Corporation ("GPU").
Stockholders have cumulative voting rights for the election
of directors and one vote per share for all other purposes.
Cumulative voting means that each stockholder is entitled to as
many votes as are equal to the number of shares owned multiplied
by the number of directors to be elected and that the stockholder
may cast all of such votes for a single director or may
distribute them among the number to be voted for, or any two or
more of them, as the stockholder may see fit. Elections of
directors are to be determined by a plurality vote. Other
matters are to be determined by vote of the holders of a majority
of the shares present or represented at the meeting and voting on
such matters.
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The Proxies hereby solicited vest in the proxy holders
cumulative voting rights with respect to the election of
directors (unless the stockholder marks the Proxy so as to
withhold such authority) and all other voting rights of the
stockholders signing such Proxies. The shares represented by
each duly executed Proxy will be voted and, where a choice is
specified by the stockholder on the Proxy, the Proxy will be
voted in accordance with the specification so made. As provided
by Pennsylvania law and the Corporation's By-Laws, abstentions,
broker non-votes and withheld votes will not be included in the
total number of votes cast, and therefore will have no effect on
the vote. Signed but unmarked proxies will be voted in accordance
with the directors' recommendations.
The Proxy is revocable, at any time before exercise, by a
written instrument signed in the same manner as the Proxy and
received by the Secretary of the Corporation at or before the
Annual Meeting. If you attend the meeting, you may, if you wish,
revoke your Proxy by voting in person.
You are encouraged to voice your preference by marking the
appropriate boxes on the enclosed Proxy. However, it is not
necessary to mark any boxes if you wish to vote in accordance
with the directors' recommendations; merely sign, date and return
the Proxy in the enclosed postpaid envelope.
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DIRECTORS' PROPOSALS
1. ELECTION OF DIRECTORS
The Board of Directors consists of three classes of
directors with overlapping three-year terms. One class of
directors is to be elected each year with terms expiring at the
third succeeding Annual Meeting after such election.
At the 1994 Annual Meeting, four Class III directors will be
elected to hold office for three-year terms beginning upon their
election at the 1994 Annual Meeting.
The votes applicable to the shares represented by Proxies in
the accompanying form received from stockholders will be cast in
favor of the election of the four nominees listed below, except
that the proxy holders reserve the right to exercise cumulative
voting rights and to cast their votes in such manner and for such
lesser number of said nominees as they may deem best at the
meeting, in order, so far as possible, to secure the election of
said nominees. If any nominee should be unable to serve (an
event which is not anticipated), the proxy holders reserve the
right to vote for a substitute nominee or nominees designated by
the Nominating Committee of the Board of Directors.
Information about the Nominees
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Nominees Class III Directors for
Terms Expiring in 1997
Name Age Year first elected a director
THOMAS B. HAGEN 58 1988
Mr. Hagen is a Special Consultant to the Chairman and a director
of the Erie Insurance Group companies - property, casualty and
life insurers. Mr. Hagen was Chairman and Chief Executive
Officer from 1990 to 1993 and has been associated with Erie
Insurance since 1953. He served as president from 1982 to 1990.
Mr. Hagen is a director of the Pennsylvania Economic Development
Partnership, Pennsylvanians for Effective Government and the
Pennsylvania Chamber of Business and Industry. He is a member of
the Pennsylvania Business Roundtable, and is a director of the
Erie Small Business Investment Co. He is a director of the
Insurance Institute of Highway Safety and a trustee of the
Griffith Foundation for Insurance Education. He is past chairman
and is a member of the Council of Fellows of Penn State - Erie,
the Behrend College and a trustee of Discovery Square, a museum
complex in Erie.
- 8 - March 25, 1994
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Name Age Year first elected a director
PAUL R. ROEDEL 66 1979
Mr. Roedel retired in 1992 as Chairman and Chief Executive
Officer of Carpenter Technology Corporation, manufacturers,
fabricators and marketers of specialty metals. He joined
Carpenter in 1949 and became Chief Executive Officer in 1981 and
Chairman in 1987. He is a director of Carpenter Technology
Corporation, Meridian Bancorp, Inc. and Meridian Bank and the
P.H. Glatfelter Co. He is chairman of the Berks Business
Education Coalition, president of the Wyomissing Foundation and a
member of the Financial Executives Institute and ASM
International. Mr. Roedel is also Chairman of the Board of
Gettysburg College and a director of the Pennsylvania 2000
Education Coalition.
CARLISLE A. H. TROST 64 1990
Admiral Trost served in the United States Navy from 1953 until
his retirement in 1990, including a four-year term from 1986 to
1990 as Chief of Naval Operations. Admiral Trost is also a
member of the board of directors of GPU Nuclear Corporation, and
the Chairman of that board's Nuclear Safety and Compliance
Committee. He is Chairman of the board of directors of Bird-
- 9 - March 25, 1994
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Johnson Co., and a director of Louisiana Land & Exploration
Company, Burdeshaw Associates, LTD, Precision Components
Corporation and Lockheed Corporation. He is also a member of the
Board of Advisors of General Dynamics Corporation's Undersea
Warfare Center.
Name Age Year first elected a director
PATRICIA K. WOOLF, Ph.D. 59 1983
Dr. Woolf, who is currently in the Molecular Biology Department,
Princeton University, is a consultant, lecturer and author. From
1988-1989, Dr. Woolf was a Lecturer at the Woodrow Wilson School
of Public and International Affairs, Princeton University. Dr.
Woolf has served on review panels for the National Endowment for
the Humanities and the National Science Foundation, and is a
director of Cordis Corporation and the National Life Insurance
Company of Vermont. She is also a trustee of the New Economy
Fund and a director of the American Balanced Fund, the Income
Fund of America, the Growth Fund of America and Small Cap World
Fund, all of The Capital Group of Los Angeles. She is a member
of the Board of The Scientists Institute for Public Information
and is a Fellow of the Royal Society of Medicine.
- 10 - March 25, 1994
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Information concerning the other directors of the Corporation
whose terms do not expire at the Annual Meeting is as follows:
Class I Directors with
Terms Expiring in 1995
Name Age Year first elected a director
HENRY F. HENDERSON, JR. 65 1989
Mr. Henderson is President, Chief Executive Officer and a
director of H. F. Henderson Industries, designers and
manufacturers of process control and engineered systems for
government and industry, including industrial process controls
and defense electronics. He is a Commissioner of the Port
Authority of New York and New Jersey and a director of the
Partnership for New Jersey, the New Jersey State Chamber of
Commerce, Delta Dental Plan and the Port Authority Trans-Hudson
Corporation. He is also a trustee of Stevens Institute of
Technology and Paterson Economic Development Corporation and a
member of the World Trade Institute of the Port Authority of New
York and New Jersey and Defense Orientation Conference
Association.
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Name Age Year first elected a director
JAMES R. LEVA 61 1992
Mr. Leva is Chairman, President and Chief Executive Officer of
General Public Utilities Corporation. He is also Chairman,
President, Chief Executive Officer and a director of GPU Service
Corporation (GPUSC); Chairman, Chief Executive Officer and a
director of Jersey Central Power & Light Company (JCP&L),
Metropolitan Edison Company (Met-Ed), Pennsylvania Electric
Company (Penelec) and General Portfolios Corporation; and
Chairman of the Board and a director of GPU Nuclear Corporation,
all subsidiaries of GPU. Mr. Leva has been associated with the
GPU System since 1952, and has served as President of Penelec
and, from 1986 until his election to his current positions in
1991, as President of JCP&L. Mr. Leva is also a director of
Chemical Bank N.J., N.A., Princeton Bank and Trust Co., N.A.,
Utilities Mutual Insurance Company, the New Jersey Utilities
Association, United Way of Morris County, the New Jersey Chamber
of Commerce and Fairleigh Dickinson University. He is a trustee
of St. Clares-Riverside Foundation and Tri-County Scholarship
Fund, and a member of the Board of Overseers of the New Jersey
Institute of Technology.
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Name Age Year first elected a director
JOHN M. PIETRUSKI 61 1989
Mr. Pietruski served as Chairman of the Board and Chief Executive
Officer of Sterling Drug Inc. from 1985 until his retirement in
1988. Currently, he is Chairman of the Board of Texas
Biotechnology Corporation, a pharmaceutical research and
development company. He also serves as President of Dansara
Company, a management consulting firm. He is a director of
Hershey Foods Corporation, Lincoln National Corporation, McKesson
Corporation and Cytogen Corporation. He is also an Overseer of
the Rutgers University Foundation and a Regent of Concordia
College.
CATHERINE A. REIN 51 1989
Ms. Rein has been Executive Vice President - Corporate and
Professional Services of Metropolitan Life Insurance Company
since 1989, and served as Senior Vice President of that company
from 1988 to 1989 and as Vice President of Human Resources from
1985 to 1988. Ms. Rein is a director of The Bank of New York,
Corning Inc. and INROADS, and is a member of the Board of
Trustees of the National Urban League and a trustee of the
College of Insurance.
- 13 - March 25, 1994
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Class II Directors with
Terms Expiring in 1996
Name Age Year first elected a director
LOUIS J. APPELL, JR. 69 1973
Mr. Appell is President and Chief Executive Officer of
Susquehanna Pfaltzgraff Co., a communications and consumer
products company. His other activities include Chairman of the
Board of Yorktowne Hotel, Inc., President and director of
Appleton, Inc. and Treasurer and director of L.A.B. Realty Co.
and Sinking Springs Farms, Inc., and a director of York Bank &
Trust Company. He is a trustee of York College of Pennsylvania
and a director of the Pennsylvania Chamber of Business and
Industry.
DONALD J. BAINTON 62 1982
Mr. Bainton is Chairman, Chief Executive Officer and a director
of Continental Can Co., Inc., an industrial packaging company
which also provides engineering, architectural and surveying
services. He is also Chief Executive Officer of Dixie Union
GmbH, Ferembal, S.A., Lockwood, Kessler and Bartlett, Continental
Plastic Containers, Inc., ONENA Bolsas de Espana, Ferembal S.A.
- 14 - March 25, 1994
<PAGE>
and Continental Plastic Containers, Inc., all subsidiaries of
Continental Can Co., Inc. He is a director of the Ingersoll-
Rand Company, the Institute of Applied Economics and the
University of Illinois, Chicago, Business School.
Name Age Year first elected a director
THEODORE H. BLACK 65 1988
Mr. Black is a director of Ingersoll-Rand Company, heavy
equipment manufacturers. He joined Ingersoll-Rand in 1957 and
served as its Chairman, President and Chief Executive Officer
from 1988 until his retirement in 1993. Mr. Black is a director
of CPC International Inc., Ingersoll-Dresser Pump Company, and
McDermott International and a trustee of the Business Council for
the United Nations.
- 15 - March 25, 1994
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Standing Committees of the Board of Directors
There are four standing committees of the Board, namely, the
Audit Committee, the Corporate and Public Responsibilities
Committee, the Nominating Committee and the Personnel and
Compensation Committee. The membership and functions of these
Committees are as follows:
The Audit Committee recommends to the Board, subject to
ratification by the stockholders, the engagement of the
independent auditor and reviews with the independent auditor the
plan, scope and results of the audit and any comments by the
auditor on the internal accounting control systems of the
Corporation and its subsidiaries. All material non-audit
services proposed to be performed by the independent auditor are
reviewed by the Committee. The Committee also reviews with the
Corporation's internal auditors the plan, scope and results of
internal audits and their comments on the internal accounting
control systems. It reviews with the officers of the
Corporation, the independent auditor and the Corporation's
internal auditors the following: the accounting principles to be
applied in reporting the financial results of the Corporation as
contained in the financial statements and related footnotes
presented in the annual report to stockholders; the results of
audits by governmental agencies; and the reports on audit
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procedures relating to possible corporate expenditures for
political purposes.
The Chairman of the Audit Committee is Mr. Black. The other
members are Messrs. Hagen, Pietruski, Roedel and Trost and
Dr. Woolf. During 1993, the Committee held four meetings.
The Corporate and Public Responsibilities Committee reviews
the Corporation's policies on public issues having broad social
significance and the implementation of those policies, reports
relating to compliance with the Corporation's Code of Ethics and
the Corporation's conduct as a responsible corporate citizen.
The Chairman of the Corporate and Public Responsibilities
Committee is Dr. Woolf. The other members are Messrs. Appell,
Bainton, Roedel, and Trost. During 1993, the Committee held
three meetings.
The Nominating Committee recommends to the Board from time
to time, within the limitations imposed by the By-Laws, the size
and composition of the Board and candidates for membership on the
Board. The Committee also recommends to the Board the
composition and membership of the various Board Committees.
A stockholder proposal for a nominee for election as a
director should be sent by mail, addressed to Secretary, General
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Public Utilities Corporation, 100 Interpace Parkway, Parsippany,
New Jersey 07054-1149. All such proposals must be received by
the Corporation not later than 30 nor more than 75 days prior to
the scheduled date of the next annual meeting and must contain
certain information regarding the identity and background of the
stockholder's proposed nominee as required by Section 10(e) of
the Corporation's By-Laws, which also sets forth additional
requirements with respect to such stockholder proposals. A copy
of Section 10(e) of the By-Laws will be furnished to stockholders
upon request made to the Secretary of the Corporation.
In addition, the Nominating Committee will consider
recommendations by stockholders of candidates for director
nominees. Recommendations should be sent to the Secretary of the
Corporation.
The Chairman of the Nominating Committee is Mr. Appell. The
other members are Messrs. Hagen, Henderson and Pietruski and Ms.
Rein. During 1993, the Committee held three meetings.
The Personnel and Compensation Committee recommends to the
Board the election of officers of the Corporation and the
presidents of the Corporation's direct subsidiaries, and the
compensation and other benefits of those officers and of
presidents and directors of the Corporation and its direct
subsidiaries. The Committee also reviews plans for management
- 18 - March 25, 1994
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succession and executive development, compensation and other
benefit goals for the GPU System companies.
The Chairman of the Personnel and Compensation Committee is
Mr. Bainton. The other members are Messrs. Black, Henderson and
Ms. Rein. During 1993, the Committee held five meetings.
There were ten regular meetings and one special meeting of
the Board during 1993. All directors attended at least 75% of
the aggregate of (i) the total number of 1993 meetings of the
Board and (ii) the total number of 1993 meetings of all
Committees of the Board on which he or she served.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 1, 1994, the
beneficial ownership of equity securities of GPU System companies
of each of the GPU directors and each of the executive officers
named in the Summary Compensation Table, and of all directors and
executive officers of GPU as a group. The shares owned by all
directors and executive officers as a group constitute less than
1% of the total shares outstanding.
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Amount and Nature
of Beneficial
Name Title of Security Ownership(1)
Louis J. Appell, Jr. . GPU Common Stock 1,400 shares-Direct
4,274 shares-Indirect
Donald J. Bainton . . . GPU Common Stock 3,400 shares-Direct
Theodore H. Black . . . GPU Common Stock 6,531 shares-Direct
Philip R. Clark . . . . GPU Common Stock 4,992 shares-Direct
362 shares-Indirect
John G. Graham . . . . GPU Common Stock 6,411 shares-Direct
1,680 shares-Indirect
Thomas B. Hagen . . . . GPU Common Stock 6,566 shares-Direct
Henry F. Henderson, Jr. GPU Common Stock 1,976 shares-Direct
1,200 shares-Indirect
Ira H. Jolles . . . . . GPU Common Stock 5,025 shares-Direct
James R. Leva . . . . . GPU Common Stock 3,912 shares-Direct
100 shares-Indirect
John M. Pietruski . . . GPU Common Stock 3,400 shares-Direct
Catherine A. Rein . . . GPU Common Stock 1,800 shares-Direct
Paul R. Roedel . . . . GPU Common Stock 2,000 shares-Direct
Carlisle A. H. Trost . GPU Common Stock 1,317 shares-Direct
Robert L. Wise . . . . GPU Common Stock 5,092 shares-Direct
Patricia K. Woolf . . . GPU Common Stock 2,511 shares-Direct
All GPU Directors and
Executive Officers
as a Group . . . . . GPU Common Stock 73,058 shares-Direct
9,200 shares-Indirect
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<PAGE>
(1) The number of shares owned and the nature of such ownership,
not being within the knowledge of GPU, have been furnished
by each individual.
Remuneration of Executive Officers
Personnel and Compensation Committee Report
GPU has an executive compensation program consisting of three
separate but inter-related components: the Base Salary Program,
the Incentive Compensation Program and the 1990 Stock Plan.
Compensation Philosophy
The Corporation's compensation philosophy is to provide a
competitive compensation program that allows GPU to attract and
retain top executive talent, to provide an incentive for
executives to achieve business objectives and to reward
executives when results materialize. The program provides a
combination of short-term and long-term compensation vehicles to
encourage executives to weigh short-term and long-term corporate
interests.
Market Comparisons
To assist in determining competitive compensation levels, GPU
retains a major compensation consulting firm to ascertain
competitive rates for executive positions similar to those at
- 21 - March 25, 1994
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GPU. In developing comparisons, the consulting firm uses survey
data from companies perceived to be in competition with GPU for
executive talent. These companies are primarily electric
utilities similar to GPU in size and complexity although data on
non-utility companies are used to a lesser extent since GPU
competes for talent in the larger market. The companies used in
these comparisons include some but not all of those which make up
the S&P Utility Index shown in the performance graph on page 32,
and the comparison companies represent a much larger sample of
the market for executive talent than do the companies in the
Index.
Within the defined competitive market for executive talent, GPU
targets pay levels at the median, or 50th percentile, when
corporate objectives are fully achieved. Because the executive
compensation program is designed to vary total pay based on the
extent to which objectives are achieved, actual pay levels in any
given year may be above the competitive median or below it.
Base Salary Program
The Base Salary Program is intended to enable the Corporation to
attract and retain needed executive talent. Individual executive
base salaries are determined primarily by the identification of
competitive levels and an assessment of individual executive
performance. Annual increases, if any, are determined based on
the amounts believed needed to maintain base pay at competitive
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levels, the assessment of each executive's performance,
particularly over the past year, and the Board of Directors'
determination of what constitutes appropriate spending given the
Corporation's financial results. These factors are not formally
weighted and the Board uses subjective judgment in arriving at
final amounts.
Base salary increases for the executive officers and for Mr.
James R. Leva, Chairman, President and Chief Executive Officer,
were determined in this manner. The contribution of the executive
officers and Mr. Leva, in particular, to the Corporation's
success made it appropriate, in the opinion of the Board, to
increase 1993 salary levels.
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Incentive Compensation Program
The Incentive Compensation Program provides an annual incentive
opportunity for executives. Specific business objectives are
determined in advance and targeted award levels set so that, if
the objectives are achieved, the actual bonus awards will be at
competitive levels. If results are not achieved, awards, if any,
will be below target levels; if targeted results are exceeded,
awards will be above target although the total awards for all
officers cannot exceed 125 percent of target. No awards can be
made in any year in which dividends are not declared or paid on
GPU common stock.
The business objectives which serve as the basis for awards are a
combination of the performance of GPU as a corporation, the
performance of the executive's employer company and the
achievement of the executive's individual objectives. GPU
corporate performance determines the total dollars available and
each subsidiary's results determine its share of the total
dollars.
GPU corporate performance measures are return on equity (40
percent), nuclear safety (30 percent), customer cost as compared
to neighboring utilities (15 percent) and quality of customer
service defined as average interrupted minutes of service (15
percent). These measures have been developed to reflect the
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Corporation's responsibilities to each of its major
constituencies - shareholders, customers and the general public.
For the Corporation's operating electric companies, JCP&L, Met-
Ed, and Penelec, performance measures are earnings (40 percent),
budget management (25 percent), customer cost (20 percent) and
quality of service (15 percent). For GPUN, measures are nuclear
safety (50 percent), power generation (25 percent) and budget
management (25 percent). GPUSC measures are a weighted average of
the other companies'.
Final awards for each executive also reflect the executive's
individual performance and contribution to the achievement of the
corporate objectives. This portion of the total award is based on
the Board's subjective assessment of the executive's
contribution.
The incentive awards for executive officers and for Mr. Leva
reflected overall results that were slightly above target.
Revenue increases combined with strict budget management resulted
in the ROE objective being exceeded. Nuclear safety objectives
were also exceeded. Neither the customer cost nor the quality of
service objectives was fully achieved. Severe storms in the first
quarter resulted in large scale service interruptions and were
the primary cause of missing the quality of service objective.
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Individual system company results varied. GPUN exceeded each of
its objectives. Among the three operating companies, all exceeded
earnings objectives; two exceeded the budget management objective
while the third was slightly below target. All three fell below
objective in customer cost and one achieved the quality of
service objective while the other two did not.
Individual awards to executives and Mr. Leva reflected these
results as well as their individual contributions. Mr. Leva's
award was above the targeted level reflecting the achievement of
corporate results and his individual contribution to the
achievement of those results.
Mr. Leva's individual achievements for 1993 included direction of
an extensive strategic planning effort to position GPU to compete
effectively in a deregulated market. As part of this effort, Mr.
Leva also took the lead in developing a corporate vision for GPU
and a comprehensive set of corporate values which will serve as a
guide to all employees as they work to meet the challenges posed
by changes occurring within the electric utility industry. Mr.
Leva's personal leadership was considered crucial to the success
of the vision effort, as he generated employee input during the
process and took the lead in communicating the vision and values
throughout the Corporation.
- 26 - March 25, 1994
<PAGE>
Operationally, the Corporation performed exceptionally well under
Mr. Leva's guidance. The nuclear plants had an outstanding year,
operating at capacity factors well above industry averages.
Refueling outages were managed more cost-effectively and the
plants earned a financial reward for GPU under the New Jersey
Performance Standard for both 1992-93 and 1993-94.
Under Mr. Leva's leadership, GPU achieved record earnings, both
in dollars and on a per-share basis during 1993. In addition, the
Corporation continued to provide total return (dividends plus
share price increase) to its shareholders of 18 percent, compared
with 12 percent for the average electric utility.
Mr. Leva and the management team have successfully positioned GPU
in the forefront of electric utilities taking a responsible
position on environmental issues. In support of the Clean Air Act
of 1990, the Corporation made major investments in scrubbers to
reduce emissions from a coal-fired generating station. GPU has
also pledged support for the U.S. Department of Energy's program
of voluntary reduction of greenhouse gases. In addition,
Penelec's successful testing of a new coal water slurry process
demonstrated that the procedure can reduce coal use significantly
by turning waste particles into low-emission fuel.
- 27 - March 25, 1994
<PAGE>
Again, under Mr. Leva's direction, GPU and its senior management
have taken leadership positions within our service territory
communities. In addition to their efforts in economic
development, they strongly support, with contributions of both
time and expertise, a full range of volunteer activities, with an
emphasis on education programs and projects.
For example, after-school homework centers, funded by the
operating companies and staffed by employee volunteers, have been
established in a low-income housing development and in a middle
school; employees work with teachers to create vital
comprehensive "real world" lesson plans for their students; and
employees are encouraged to visit classrooms as guest speakers,
describing their jobs and the skills needed to succeed in today's
workforce.
These accomplishments supported the Incentive Compensation awards
approved by the Board.
1990 Stock Plan
Awards in 1993 under the Stock Plan were made in the form of
restricted share units. These units give the recipient the right
to receive shares of GPU stock (or cash at the discretion of the
Committee) at the end of the vesting period which is normally
five years. Dividend equivalents are made in the form of
additional units over the vesting period. The value of the award
- 28 - March 25, 1994
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when the grant vests is determined by the value of GPU stock and
GPU dividends, thus linking this component of executive
compensation to changes in shareholder value.
The Plan provides for the use of other stock vehicles such as
stock options and stock appreciation rights; however, the Board
determined that the use of restricted share units provides the
closest relationship to shareholder value.
The terms of the 1993 grants include an additional link to
shareholder value by providing for a cash payment at the time the
units vest if GPU's total shareholder return over the vesting
period exceeds the total return of the companies in the Edison
Electric Institute's Index of Investor Owned Utilities. This cash
payment is intended to allow executives to satisfy their income
tax obligation on the vesting shares and continue to hold the
shares so that the link between shareholders and executives is
continued.
Because executives who resign before retirement normally forfeit
their restricted units, the Stock Plan awards also serve as a
retention device.
Several factors are considered in determining the size of actual
grants to executives. Target levels are set so that the total
direct compensation package, including awards under this plan,
- 29 - March 25, 1994
<PAGE>
provides a competitive level of compensation. The Board also
considers individual executive performance and contribution and
the size of awards previously granted. These factors are not
weighted, and, as with base salary, the Board uses subjective
judgment in its final decision.
The 1993 grant for Mr. Leva was 4,000 units. This grant reflected
the factors described.
Personnel and Compensation
Committee Members
Donald J. Bainton
Theodore H. Black
Henry F. Henderson, Jr.
Catherine A. Rein
- 30 - March 25, 1994
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards
<CAPTION>
Other
Name and Annual Restricted All Other
Principal Compen- Stock/Unit Compen-
Position Year Salary Bonus sation(1) Awards(2) sation
<S> <C> <C> <C> <C> <C> <C>
James R. Leva 1993 $ 523,750 $189,000 $ - $124,000 $ 57,494(3)
Chairman, President and 1992 441,304 150,000 - 98,800 40,804
Chief Executive Officer, 1991 262,500 67,000 - 46,000 23,610
General Public Utilities
Corporation
Ira H. Jolles 1993 314,750 69,000 - 49,600 25,607(4)
Senior Vice President 1992 301,250 62,500 - 48,100 21,948
and General Counsel, 1991 288,500 57,000 - 46,000 16,313
General Public Utilities
Corporation
Philip R. Clark 1993 291,250 80,000 911 48,825 43,308(5)
President, GPU 1992 276,250 75,000 790 46,800 33,901
Nuclear Corporation 1991 262,500 57,000 551 46,000 23,530
Robert L. Wise 1993 278,250 67,000 - 43,710 28,753(6)
President, Pennsylvania 1992 266,250 55,000 - 42,900 21,311
Electric Company 1991 251,250 54,000 - 46,000 14,514
John G. Graham 1993 261,250 59,000 - 41,850 41,518(7)
Senior Vice President 1992 248,750 51,500 - 40,300 30,606
and Chief Financial Officer, 1991 243,750 40,000 - 34,500 32,330
General Public Utilities
Corporation
<FN>
(1) "Other Annual Compensation" is composed entirely of the above-market interest accrued on the pre-retirement portion of
deferred compensation.
(2) Number and value of aggregate restricted shares/units at the end of 1993 (dividends are paid or accrued on these
restricted shares/units and reinvested):
Aggregate Shares/Units Aggregate Value
James R. Leva 11,000 $295,350
Ira H. Jolles 6,850 $174,675
Philip R. Clark 6,575 $168,175
Robert L. Wise 6,260 $159,160
John G. Graham 5,550 $142,094
(3) Consists of the Corporation's matching contributions under the Savings Plan ($9,434), matching contributions under the
non-qualified deferred compensation plan ($11,516), the imputed interest on employer paid premiums for split-dollar life
insurance ($26,105), and above-market interest accrued on the retirement portion of deferred compensation ($10,439).
- 31 - March 25, 1994
<PAGE>
(4) Consists of the Corporation's matching contributions under the Savings Plan ($9,434), matching contributions under the
non-qualified deferred compensation plan ($3,156), the imputed interest on employer paid premiums for split-dollar life
insurance ($12,689), and above-market interest accrued on the retirement portion of deferred compensation ($328).
(5) Consists of the Corporation's matching contributions under the Savings Plan ($9,434), matching contributions under the
non-qualified deferred compensation plan ($2,216), the imputed interest on employer paid premiums for split-dollar life
insurance ($18,152), and above-market interest accrued on the retirement portion of deferred compensation ($13,506).
(6) Consists of the Corporation's matching contributions under the Savings Plan ($9,434), matching contributions under the
non-qualified deferred compensation plan ($1,696), the imputed interest on employer paid premiums for split-dollar life
insurance ($5,286), and above-market interest accrued on the retirement portion of deferred compensation ($12,337).
(7) Consists of the Corporation's matching contributions under the Savings Plan ($9,429), matching contributions under the
non-qualified deferred compensation plan ($1,016), the imputed interest on employer paid premiums for split-dollar life
insurance ($10,433), and above-market interest accrued on the retirement portion of deferred compensation ($20,640).
</TABLE>
- 32 - March 25, 1994
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Estimated future payouts under
non-stock price based plans(1)
Performance
Number of or other
shares, period until
units or maturation Target
Name other rights or payout ($ or #)
James R. Leva 4,000 5 years $86,450
Ira H. Jolles 1,600 5 years $39,520
Philip R. Clark 1,575 5 years $34,040
Robert L. Wise 1,410 5 years $30,474
John G. Graham 1,350 5 years $29,177
______________________
(1) The 1990 Stock Plan for Employees of General Public Utilities
Corporation and Subsidiaries also provides for a Performance Cash
Incentive Awards in the event that the annualized GPU Total
Shareholder Return exceeds the annualized Industry Total Return
(Edison Electric Institute's Investor-Owned Electric Utility Index)
for the period between the award and vesting dates. These payments
are designed to compensate recipients of restricted stock/unit awards
for the amount of federal and state income taxes that will be payable
upon the restricted stock/units that are vesting for the recipient.
The amount is computed by multiplying the applicable gross-up
percentage by the amount of gross income the recipient recognizes for
federal income tax purposes when the restrictions lapse. The
estimated amounts above are computed based on the number of restricted
units awarded for 1993 multiplied by the 1993 year-end market value of
$30.875. Actual payments would be based on the market value of GPU
common stock at the time the restrictions lapse and may be different
from those indicated above.
- 33 - March 25, 1994
<PAGE>
Comparison Chart goes here
- 34 - March 25, 1994
<PAGE>
Employment, Termination and Change-in-Control Arrangements
Mr. Jolles
Retirement and Disability - If Mr. Jolles retires on or
after his normal retirement date (the last day of the month in
which he attains age 65), he will receive (in addition to his
benefits under GPUSC's employee retirement plans) a supplemental
retirement pension from GPU System sources equal to the
additional pension he would have received under the GPUSC
employee retirement plans as if he had an additional 20 years of
past creditable service. If Mr. Jolles reaches his normal
retirement date while he is receiving disability income under
GPUSC's disability income plans, he will thereafter receive a
supplemental retirement pension from GPU System sources equal to
the additional pension he would have been paid under GPUSC's
employee retirement plans as if he had an additional 20 years of
past creditable service.
Termination - (i) If Mr. Jolles' employment within the GPU
System terminates "involuntarily," as defined, within two years
following the occurrence of a "change in control" of GPU, as
defined, or without cause, he shall receive from GPU System
sources a supplemental retirement pension which would have been
paid to him under GPUSC's employee retirement plans as if he had
an additional 20 years of past creditable service. (ii) If,
however, his employment terminates for any other reason (except
- 35 - March 25, 1994
<PAGE>
upon retirement or death), he will receive from GPU System
sources a supplemental retirement pension equal to the additional
pension he would have been paid under GPUSC's employee retirement
plans as if he had additional years of creditable service ranging
from two years up to a maximum of 20 years depending upon his
years of actual employment by GPUSC at the time of termination.
He will also receive from GPU System sources the amount of any
pension not paid to him under GPUSC's employee retirement plans
by reason of his not having met applicable vesting requirements.
Death - In the event of Mr. Jolles' death before he begins
receiving benefits under GPUSC's employee retirement plans, his
surviving spouse, if any, shall receive such benefits during her
lifetime, together with the supplemental retirement pension
benefits which would have been payable to him as described in
paragraph (ii) above.
Other - To the extent relevant to the level of benefits
payable to Mr. Jolles under the other benefit plans provided for
senior GPU executives, he will be treated as having the years of
creditable service as described in paragraph (ii) above.
- 36 - March 25, 1994
<PAGE>
Retirement Plans
The GPU System pension plans provide for pension benefits,
payable for life after retirement, based upon years of creditable
service with the GPU System and the employee's career average
compensation as defined below. Under federal law, an employee's
pension benefits that may be paid from a qualified trust under a
qualified pension plan such as the GPU System plans are subject
to certain maximum amounts. The GPU System companies also have
adopted non-qualified plans providing that the portion of a
participant's pension benefits which, by reason of such
limitations or source, cannot be paid from such a qualified trust
shall be paid directly on an unfunded basis by the participant's
employer.
The following table illustrates the amount of aggregate
annual pension from funded and unfunded sources resulting from
employer contributions to the qualified trust and direct payments
payable upon retirement in 1994 (computed on a single life
annuity basis) to persons in specified salary and years of
service classifications:
- 37 - March 25, 1994
<PAGE>
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFITS (2) (3) (4)
BASED UPON CAREER AVERAGE COMPENSATION
(1994 Retirement)
<CAPTION>
Career
Average
Compen- 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
sation(1) of Service of Service of Service of Service of Service of Service of Service
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 9,410 $ 14,114 $ 18,819 $ 23,524 $ 28,229 $ 32,934 $ 37,356
100,000 19,410 29,114 38,819 48,524 58,229 67,934 76,956
150,000 29,410 44,114 58,819 73,524 88,229 102,934 116,556
200,000 39,410 59,114 78,819 98,524 118,229 137,934 156,156
250,000 49,410 74,114 98,819 123,524 148,229 172,934 195,756
300,000 59,410 89,114 118,819 148,524 178,229 207,934 235,356
350,000 69,410 104,114 138,819 173,524 208,229 242,934 274,956
400,000 79,410 119,114 158,819 198,524 238,229 277,934 314,556
450,000 89,410 134,114 178,819 223,524 268,229 312,934 354,156
500,000 99,410 149,114 198,819 248,524 298,229 347,934 393,756
550,000 109,410 164,114 218,819 273,524 328,229 382,934 433,356
600,000 119,410 179,114 238,819 298,524 358,229 417,934 472,956
650,000 129,410 194,114 258,819 323,524 388,229 452,934 512,556
700,000 139,410 209,114 278,819 348,524 418,229 487,934 552,156
750,000 149,410 224,114 298,819 373,524 448,229 522,934 591,756
800,000 159,410 239,114 318,819 398,524 478,229 557,934 631,356
______________
<FN>
(1) Career Average Compensation is the average annual
compensation received from January 1, 1984 to retirement and
includes Base Salary, Deferred Compensation and Incentive
Compensation Plan awards. The career average compensation
amounts for the following named executive officers differ by
more than 10% from the three year average annual
compensation set forth in the Summary Compensation Table and
are as follows: Messrs. Leva - $314,964; Clark - $261,317;
Wise - $222,558 and Graham - $238,029.
- 38 - March 25, 1994
<PAGE>
- 39 - March 25, 1994
<PAGE>
(2) Years of Creditable Service: Messrs. Leva - 42 years; Jolles
- 10 years; Clark - 17 years; Wise - 30 years; and Graham -
24 years.
(3) Based on an assumed retirement at age 65 in 1994. To reduce
the above amounts to reflect a retirement benefit assuming a
continual annuity to a surviving spouse equal to 50% of the
annuity payable at retirement, multiply the above benefits
by 90%. The estimated annual benefits are not subject to
any reduction for Social Security benefits or other offset
amounts.
(4) Annual retirement benefit cannot exceed 55% of the average
compensation received during the last three years prior to
retirement.
In addition to amounts payable under the plans, Mr. Leva is
entitled to receive upon his retirement pension payments of
$4,140 annually.
Remuneration of Directors
Non-employee directors receive an annual retainer of
$15,000, a fee of $1,000 for each Board meeting attended and a
- 40 - March 25, 1994
<PAGE>
fee of $1,000 for each Committee meeting attended. Committee
Chairmen receive an additional retainer of $2,500 per year.
Retirement Plan for Outside Directors
Under the Corporation's Retirement Plan for Outside
Directors, an individual who completes 54 months of service as a
non-employee director is entitled to receive retirement benefits
equal to the product of (A) the number of months of service
completed and (B) the monthly compensation paid to the director
at the date of retirement. Retirement benefits under this plan
are payable to the directors (or, in the event of death, to
designated beneficiaries) in monthly installments of 1/12 of the
sum of (x) the then annual retainer paid at time of retirement
plus (y) the cash value of the last award under the Restricted
Stock Plan for Outside Directors per month, over a period equal
to the director's service as such, unless otherwise directed by
the Personnel and Compensation Committee, commencing at the later
of age 60 or upon retirement. As of December 31, 1993, the
following directors had at least 54 months of service:
Director Months of Service
Louis J. Appell, Jr. 251
Donald J. Bainton 138
Theodore H. Black 70
Thomas B. Hagen 70
Henry F. Henderson 59
- 41 - March 25, 1994
<PAGE>
Paul R. Roedel 180
John M. Pietruski 59
Catherine A. Rein 59
Patricia K. Woolf 125
Restricted Stock Plan for Outside Directors
The Corporation has adopted a Restricted Stock Plan for
Outside Directors ("Directors Plan") which was initially approved
by stockholders at the 1989 Annual Meeting. Under the Directors
Plan, each director who is not an employee of the Corporation or
any of its subsidiaries ("Outside Director") is paid a portion of
his or her annual compensation in the form of 300 shares of GPU
common stock.
A total of 40,000 shares of GPU common stock (subject to
adjustment for stock dividends, stock splits, recapitalizations
and other specified events) has been authorized for issuance
under the Directors Plan. Any shares awarded which are forfeited
as provided by the Directors Plan will again be available for
issuance.
Shares of common stock are awarded to Outside Directors on
the condition that the director serves or has served as an
Outside Director until (i) death or disability, (ii) failure to
stand for re-election at the end of the term upon reaching
- 42 - March 25, 1994
<PAGE>
age 70, (iii) resignation or failure to stand for re-election
with the consent of the Board, which is defined in the Directors
Plan to mean approval thereof by at least 80% of the directors
other than the affected director or (iv) failure to be re-elected
to the Board after being duly nominated. Termination of service
for any other reason, including any involuntary termination
effected by action or inaction of the Board, will result in
forfeiture of all shares awarded.
Until termination of service, an Outside Director may not
dispose of any shares of common stock awarded under the Directors
Plan, but has all other rights of a shareholder with respect to
such shares, including voting rights and the right to receive all
cash dividends paid with respect to awarded shares.
- 43 - March 25, 1994
<PAGE>
2. RATIFICATION OF SELECTION OF COOPERS & LYBRAND AS
INDEPENDENT AUDITOR FOR THE YEAR 1994
The Board of Directors has selected the firm of Coopers &
Lybrand ("C&L"), independent certified public accountants, to
audit the accounts of the Corporation for 1994. Although
submission to stockholders of the appointment of the independent
auditor is not required by law, the Board, in accordance with its
long-standing policy of seeking annual stockholder ratification
of the selection of auditors, believes it appropriate that such
selection be ratified by the stockholders. C&L has acted as the
auditor for the Corporation and its subsidiaries since 1946. C&L
has advised the Corporation that neither that firm nor any of its
partners has any direct or indirect material relationship with
the Corporation or its subsidiaries.
The services rendered by C&L for 1993 included an audit of
the consolidated financial statements of the Corporation and its
subsidiaries for the year ending December 31, 1993 contained in
the annual report to stockholders and audits of the individual
and consolidated financial statements of the Corporation and its
subsidiaries and related schedules filed annually with the
Securities and Exchange Commission. C&L also performed audits as
necessary to report upon compliance with the accounting
requirements of the Federal Energy Regulatory Commission for
certain financial statements included in the reports which are
- 44 - March 25, 1994
<PAGE>
required to be filed annually with that Commission by the
subsidiary companies. Also, C&L audited the 1993 financial
statements of the various pension and benefit plans of the
Corporation and subsidiaries to be included in reports required
to be filed with the Department of Labor and the Securities and
Exchange Commission.
Fees paid to C&L for 1993 for services aggregated $1,210,000
excluding reimbursement for out-of-pocket expenses.
It is expected that representatives of C&L will be present
at the Annual Meeting, will be available to respond to
appropriate questions and will have an opportunity to make a
statement if they desire to do so.
STOCKHOLDER PROPOSAL
3. STOCKHOLDER PROPOSAL
Immaculate Heart Missions, 4651 North 25th Street,
Arlington, VA 22207, the holder of 6,100 shares of GPU common
stock, has informed GPU that it plans to present the following
resolution for action by the stockholders at the Annual Meeting:
- 45 - March 25, 1994
<PAGE>
UTILITIES, ENERGY CONSERVATION,
CARBON DIOXIDE EMISSIONS AND CLIMATE CHANGE
WHEREAS WE BELIEVE:
The U.S. performs poorly in energy efficiency, compared to other
industrialized countries, ranking 9th out of the 10 OECD nations,
and using nearly twice as much energy per dollar of GNP as Japan,
West Germany, or Sweden;
Electric utilities are the single largest source of carbon
dioxide (CO2) accounting for 35% of emissions nationwide. CO2 in
turn represents about half of all greenhouse gases (far more than
any other gas) involved in the trapping of solar heat and
greenhouse warming which cause climate change. The risk of
climate change - to economic welfare, public health,
environmental stability, agricultural production, and possible
rises in sea level - would affect many people both in the U.S.
and around the world;
Numerous world leaders have attested to the importance and
urgency of reducing CO2 emissions. Many scientists have called
for 20% reductions in CO2 emissions by the year 2000. Some 20
countries are already taking action so that their CO2 emissions
in 2000 will not exceed 1990 levels. Some U.S. corporations have
adopted 20% reduction goals for their own energy consumption and
CO2 emissions by the year 2000 or even sooner.
- 46 - March 25, 1994
<PAGE>
We believe our Company plays an important role in controlling CO2
emissions, through its fuel choices, its choices of which plants
it runs when, and its ratepayer efficiency programs known as
Demand-Side Management (DSM). Great opportunities exist to reduce
CO2 by investing in DSM and generating electricity with cleaner
and more renewable sources of energy. Given the long lead times
required to build large new power plants and the associated
regulatory risks, energy options which lower CO2 emissions can
create financial security for our Company by reducing or
eliminating the need for new electricity-generating capacity;
Integrating CO2 reductions into planning now will also minimize
the risk of expensive compliance with probable future CO2
regulations. In states where the regulatory framework allows, DSM
can also become an increasingly important source of profits. Our
company can achieve financial and regulatory stability by
demonstrating environmental leadership in this area. All these
measures would enhance the Company's image and shareholder value.
RESOLVED, that shareholders request our Company to issue a
report, prepared at reasonable cost and omitting
proprietary information, on the potential for large
capital costs to the company if standards on carbon
dioxide emissions are imposed; the projected amount of
such costs; and company plans to use alternative energy
sources.
- 47 - March 25, 1994
<PAGE>
SUPPORTING STATEMENT
Demonstrating leadership in reducing the impacts of climate
change can give the Company stability in the future, especially
as pollution control becomes stricter and power plants are
targeted as major offenders. By taking appropriate measures, our
Company can protect both its short-and long-term financial health
and shareholder value. Shareholders seeking to minimize the costs
of climate change -- both to the company and to society at large
-- should vote FOR this resolution are putting their concern on
the record and asking for a response by our Company.
The Board of Directors recommends that stockholders vote AGAINST
this proposal.
The proposal requests that the Corporation prepare a report
"on the potential for large capital costs to the Company if
standards on carbon dioxide emissions are imposed" and "the
projected amount of such costs." No federal or state legislation
has been enacted, or is, to the Corporation's knowledge presently
pending, which regulates carbon dioxide emissions by electric
utility companies, including the GPU System companies. Whether
such legislation will ultimately be enacted cannot be predicted.
Moreover, the precise form any such legislation might take is
subject to numerous variables, such as how emissions will be
- 48 - March 25, 1994
<PAGE>
calculated, the phase-in-period, if any, whether credits for
prior CO2 reductions will be allowed, the extent to which
existing facilities might be grandfathered, and the like. As a
result, the Corporation does not believe that it can with any
reasonable certainty predict the CO2 emissions standards upon
which to make the projections requested by the proposal.
Consequently, any such report would be entirely speculative. In
previously published reports, the Corporation has stated that
federal and state environmental initiatives to address, among
other concerns, "global warming," may result in "substantial
additional costs" to the Corporation. Any attempt to quantify the
possible future costs of compliance with unknown standards, as
called for by the proposal, would, in the Board's view, be so
speculative as to be of little, if any, use to stockholders.
Thus, the Board does not believe that this part of the proposal
is in the best interests of stockholders.
The proposal also requests a report on "Company plans to use
alternative energy sources." The Corporation is strongly
committed to providing its customers with a reliable power supply
through both the traditional means of utility-owned generation as
well as through the continued promotion of economic energy
conservation and load management programs, including demand-side
management initiatives, together with power purchases from non-
utility generators and other sources. Information regarding the
Corporation's efforts on this score is already publicly available
- 49 - March 25, 1994
<PAGE>
in the reports filed by the GPU System companies with the SEC and
with state agencies. By way of example, the Annual Reports on
Form 10-K of the Corporation and its electric operating company
subsidiaries discuss in detail the GPU System's programs to
conserve energy through demand-side management initiatives. In
addition, each of GPU's electric operating subsidiaries files
annual resource plans with its state regulatory commission. The
Board therefore believes that preparation of a further report
specifically addressed to the GPU System's alternative energy
plans would involve needless expense which should not be borne by
the stockholders at large and that this portion of the proposal,
as well, is not in the best interests of the stockholders.
For these reasons, the Board believes the proposal is not in the
best interests of the stockholders and recommends a vote AGAINST
the proposal.
OTHER MATTERS
The Board of Directors does not intend to bring any other
matters before the meeting and it is not informed of any other
business which others may bring before the meeting. However, if
any other matters should properly come before the meeting, or any
adjournment thereof, it is the intention of the persons named in
the accompanying Proxy to vote on such matters as they, in their
discretion, may determine.
- 50 - March 25, 1994
<PAGE>
GPU will pay all costs of soliciting Proxies in the
accompanying form. Solicitation will be made by mail, and
directors and officers of GPU, and officers and employees of
GPUSC, may also solicit Proxies by telephone, telegraph or
personal interview. The Corporation has also retained Chemical
Bank to aid in the solicitation of Proxies, at an estimated cost
of $8,000, plus reimbursement of reasonable out-of-pocket
expenses. In addition, GPU will request persons who hold stock
in their names for others to forward copies of this proxy
soliciting material to them, and to request authority to execute
Proxies on the accompanying form, and will reimburse such persons
for their out-of-pocket and reasonable clerical expenses in doing
this.
- 51 - March 25, 1994
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934
requires the Corporation's executive officers and directors, and
persons who beneficially own more than ten percent of the
Corporation's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to
furnish the Corporation with copies of all Section 16(a) forms
they file.
Based on its review of the copies of such forms received by
it, or written representations from these reporting persons, the
Corporation believes that, during 1993 all such filing
requirements applicable to its officers and directors (the
Corporation not being aware of any ten percent holder) were
complied with, with the exception that a report relating to one
transaction involving the redemption by Pennsylvania Electric
Company of shares of its cumulative preferred stock owned by Mr.
Appell's wife was filed five days late.
- 52 - March 25, 1994
<PAGE>
Deadline for Stockholder Proposals
If a stockholder wishes to submit a proposal for inclusion in the
Proxy Statement for the 1995 Annual Meeting of Stockholders, such
proposal must be received by the Corporation not later than
December 2, 1994.
March 31, 1994 By order of the Board of Directors,
MARY A. NALEWAKO, Secretary
YOUR VOTE IS IMPORTANT
You are encouraged to voice your preference by marking
the appropriate boxes on the enclosed Proxy. However,
it is not necessary to mark any boxes if you wish to
vote in accordance with the directors' recommendations;
merely sign, date and return the Proxy in the enclosed
postpaid envelope.
- 53 - March 25, 1994
<PAGE>
GENERAL PUBLIC UTILITIES CORPORATION
Proxy Solicited by the Board of Directors
for Annual Meeting to be held at 10:00 A.M. May 5, 1994
Holiday Inn
250 Market Street
Johnstown, Pennsylvania
The undersigned hereby appoints J. G. Graham,
F. A. Donofrio, and M. A. Nalewako, and each or any of them,
proxies to represent the undersigned at the Annual Meeting of
Stockholders, and at any adjournment thereof, and thereat to
vote all the shares of stock which the undersigned would be
entitled to vote, with all the power the undersigned would
possess if personally present, with full power of substitution,
upon the following items as set forth in the Notice of Annual
Meeting and Proxy Statement, each dated March 31, 1994 (receipt
of which is hereby acknowledged), and in their discretion upon
such other matters, if any, as may properly come before the
meeting.
Said proxies are instructed to vote for or against
proposals, as indicated by the undersigned (or, if no
indication is given, for Proposals 1 and 2 and against Proposal
3).
You are encouraged to voice your preference by marking the
appropriate boxes on the other side. However, you need not
mark any boxes if you wish to vote in accordance with the
directors' recommendations; just sign on the other side.
(continued and to be signed on the other side)
<PAGE>
</TABLE>
<TABLE>
Please mark| X |
your votes
The Directors Recommend a Vote "FOR" Proposals 1 and 2: as this
<CAPTION>
CHECK HERE
IF YOU PLAN TO | |
ATTEND THE MEETING.
COMMON DIVIDEND REINVESTMENT SHARES
1 - Election of four Class III Directors.
<S> <C> <C>
FOR all nominees listed on WITHHOLD AUTHORITY NOMINEES: Hagen, Roedel,
the right (except as marked to vote for all nominees Trost and Woolf(Instruction:
to the contrary on the right) listed on the right To withhold authority to
__ __ vote for any individual
| | | | nominee, print that
|__| |__| nominee's name in the space
provided below.)
________________________
Dated 1994
Signature
Signature if held jointly
2 - Ratification of the Selection of Coopers & Lybrand __________________________
as Auditor. Please date and sign
In case of joint owners,
FOR AGAINST ABSTAIN EACH joint owner should
sign. When signing
| | | | | | as attorney, executor,
| | | | | | administrator, trustee,
guardian, corporate officer,
etc, give full title.
The Directors recommend a vote "AGAINST" Proposal 3
3 - Stockholder Proposal as set forth in the accompanying Proxy Statement.
FOR AGAINST ABSTAIN
| | | | | |
| | | | | |
A0002953 12-93
<PAGE>
Please mark your votes as this | X |
CHECK HERE
IF YOU PLAN TO | |
ATTEND THE MEETING.
COMMON DIVIDEND REINVESTMENT SHARES
1 - Election of four Class III Directors.
FOR all nominees listed on WITHHOLD AUTHORITY NOMINEES: Hagen, Roedel,
the right (except as marked to vote for all nominees Trost and Woolf(Instruction:
to the contrary on the right) listed on the right To withhold authority to
__ __ vote for any individual
| | | | nominee, print that
|__| |__| nominee's name in the space
provided below.)
________________________
Dated 1994
Signature
Signature if held jointly
2 - Ratification of the Selection of Coopers & Lybrand __________________________
as Auditor. Please date and sign
In case of joint owners,
FOR AGAINST ABSTAIN EACH joint owner should
sign. When signing
| | | | | | as attorney, executor,
| | | | | | administrator, trustee,
guardian, corporate officer,
etc, give full title.
The Directors recommend a vote "AGAINST" Proposal 3
3 - Stockholder Proposal as set forth in the accompanying Proxy Statement.
FOR AGAINST ABSTAIN
| | | | | |
| | | | | |
If you are planning to attend the meeting, remember to obtain from the record holder a
letter or other evidence for your beneficial ownership of shares in GPU to facilitate your
admittance to the meeting.
</TABLE>
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STATEMENT OF DIFFERENCES
PROXY STATEMENT & PROXY CARD DESCRIPTION
DIFFERENCE DESCRIPTION
1.Proxy Statement first Size 6 11/16" x 7 3/4" flat,
page is the Notice. 22 pages, soft white opaque,
Pages 1 - 50 are the black ink printing.
Proxy Statement.
2.Contains pictures of Pictures are black and white
Directors on pages 7 1" x 1 1/2".
through 14, plus names
and biographies.
3.All separate standing
headings are in bold type
size 12 point type and
leaded 4 points.
4.Page 32 contains a
Comparison Chart which
was filed under Form SE.
Exhibit filed March 28,
1994.
5.Proxy Cards are two OCR is a card that can be
types, one is an OCR card read by machine and is used
which is 8 1/2" x 4 3/4" for registered holders.
with black printing where
holder name appears and
votes, back side is
printed in black ink.
6.Same as above except This is for brokers and
will be Blue Color nominees to send to their
and all Black Printing. clients who are beneficial
holders.
7.The pages in the The printed and distributed
electronic document do document will have fewer
not correspond to the pages than the filed
pages in the printed document because there is
document. more material on each page
of the printed document.
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