SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
X EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number 1-6047
GENERAL PUBLIC UTILITIES CORPORATION
AND SUBSIDIARY SYSTEM COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
(Full Title of the Plan)
GENERAL PUBLIC UTILITIES CORPORATION
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
(Name of Issuer of the securities held pursuant to the
Plan and address of its principal executive office)
<PAGE>
GENERAL PUBLIC UTILITIES CORPORATION
AND SUBSIDIARY SYSTEM COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
Signature Page 2
Consent of Independent Accountants Exhibit 24
Report on Audits of Financial Statements Exhibit 28
for the Years Ended December 31, 1993
and 1992
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the plan)
have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
General Public Utilities Corporation
and Subsidiary System Companies
Employee Savings Plan for
Nonbargaining Employees
Date: June 29, 1994 By: /s/ F. A. Donofrio
F. A. Donofrio
Chairman
Administrative Committee
2
<PAGE>
EXHIBIT INDEX
GENERAL PUBLIC UTILITIES CORPORATION
AND SUBSIDIARY SYSTEM COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
Consent of Independent Accountants Exhibit 24
Report on Audits of Financial Statements Exhibit 28
for the Years Ended December 31, 1993
and 1992
<PAGE>
Exhibit 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of General Public Utilities Corporation on
Form S-8 (File No. 33-32325) of our report dated April 22, 1994,
on our audits of the financial statements of the General Public
Utilities Corporation Employee Savings Plan for Nonbargaining
Employees as of December 31, 1993 and 1992 and for the years then
ended, which report is included in this Annual Report on
Form 11-K.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 24, 1994
<PAGE>
Exhibit 28
GENERAL PUBLIC UTILITIES CORPORATION
AND SUBSIDIARY SYSTEM COMPANIES
EMPLOYEE SAVINGS PLAN FOR
NONBARGAINING EMPLOYEES
REPORT ON AUDITS OF FINANCIAL STATEMENTS
for the years ended
December 31, 1993 and 1992
<PAGE>
GENERAL PUBLIC UTILITIES CORPORATION
AND SUBSIDIARY SYSTEM COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
INDEX OF FINANCIAL STATEMENTS
_______
Pages
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1993 and 1992 3
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1993 and 1992 4
Notes to Financial Statements 5-14
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of the
General Public Utilities Corporation and
Subsidiary System Companies Employee
Savings Plan for Nonbargaining Employees:
We have audited the accompanying statements of net
assets available for plan benefits of the General Public
Utilities Corporation and Subsidiary System Companies Employee
Savings Plan for Nonbargaining Employees (the "Plan") as of
December 31, 1993 and 1992, and the related statements of changes
in net assets available for plan benefits for the years then
ended. These financial statements are the responsibility of the
management of the Plan. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the net assets
available for plan benefits of the Plan as of December 31, 1993
and 1992, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 22, 1994
2
<PAGE>
GENERAL PUBLIC UTILITIES CORPORATION AND
SUBSIDIARY SYSTEM COMPANIES EMPLOYEE
SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
December 31, 1993 and 1992
_______
1993 1992
Investments in GPU System Companies
Master Savings Plan Trust,
at fair value $290,843,124 $227,698,237
Participant loans receivable 9,616,944 8,221,052
Net assets available for plan
benefits $300,460,068 $235,919,289
The accompanying notes are an integral
part of the financial statements.
3
<PAGE>
GENERAL PUBLIC UTILITIES CORPORATION AND
SUBSIDIARY SYSTEM COMPANIES EMPLOYEE
SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
for the years ended December 31, 1993 and 1992
_______
1993 1992
Balances, beginning of year $235,919,289 $193,519,914
Increases:
Contributions:
Employee 20,366,229 18,257,751
Employer 10,442,116 9,814,681
Transfers from affiliated
pension plans 900,005 746,798
Transfers from affiliated
savings plans 984,561 613,859
Transfers from GPU System
Master Retirement Trust - 91,370
Interest on loans 735,598 656,357
Net investment gain in GPU
System Companies Master
Savings Plan Trust
or GPU System Master
Retirement Trust 36,858,249 20,309,230
70,286,758 50,490,046
Decreases:
Distributions and
withdrawals 5,745,979 8,090,671
Balances, end of year $300,460,068 $235,919,289
The accompanying notes are an integral
part of the financial statements.
4
<PAGE>
GENERAL PUBLIC UTILITIES CORPORATION AND
SUBSIDIARY SYSTEM COMPANIES EMPLOYEE
SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
_______
1. General Description of the Plan:
The following description of the General Public Utilities
Corporation and Subsidiary System Companies Employee Savings
Plan for Nonbargaining Employees ("Plan") provides only
general information on the provisions of the Plan in effect
on December 31, 1993. Participants should refer to the
Benefits Handbook and the Plan document and prospectus for a
more complete description of the Plan's provisions.
General:
The Plan is a defined contribution plan. In general, all
nonbargaining employees of General Public Utilities
Corporation and Subsidiary System Companies ("Companies") are
eligible to participate after completing six months of
service on a full-time basis.
The Plan is intended to qualify as a cash or deferred profit
sharing plan under Sections 401(a) and 401(k) of the Internal
Revenue Code. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974. The
Companies generally absorb all administrative costs of the
Plan, except for certain trust administration costs which are
paid out of plan assets held in the trust. A participant is
eligible to transfer his account to an affiliated savings
plan upon a change in his employment status.
The Plan contains additional employer contributions and
employee savings features. Participants have the option to
transfer their 2% accounts in the Pension Plans to the
Savings Plan. Participants may also "rollover" certain
distributions received from other qualified plans to the
Savings Plan.
Contributions:
The Plan provides two contribution options to a participant.
Subject to certain limitations set forth in the Plan, the
participant may elect (1) to have his base compensation
reduced by an amount equal to any whole percentage (before-
tax 401(k) contributions) which is contributed on behalf of
the employee by the Company; and/or (2) to contribute by
payroll deduction any whole percentage of base compensation
(after-tax).
Continued
5
<PAGE>
1. General Description of the Plan, continued:
Matching Program:
The Companies provide a matching contribution to the Plan, on
behalf of each participant, in an amount up to 100% of a
participant's aggregate contributions up to 4% of the
participant's base salary.
Investment Funds:
Participants may elect to have their Plan accounts invested
in one or more of the following six investment options:
. Units of interest in an "Interest Income Fund," formerly
the "Fixed Fund," managed by Fidelity Management Trust
Company, the assets of which are invested primarily in
contracts issued by insurance companies, banks or other
financial institutions, and which has the objective of
obtaining a relatively stable level of current income
consistent with the preservation of capital and a high
degree of liquidity. As of September 1, 1992, this option
replaced the Plan's "GIC Fund" option.
. Shares of the Fidelity Intermediate Bond Fund, an open end
mutual fund, to which Fidelity Management Trust Company
serves as investment advisor, and which has the primary
objective of obtaining a high level of current income by
investing in investmentgrade, fixed income obligations.
As of September 1, 1992, this option replaced the Plan's
"Income Fund" option.
. Shares of the Fidelity Puritan Fund, an open end mutual
fund, to which Fidelity Management Trust Company serves as
investment advisor, and which has the primary objective of
obtaining a balance between capital appreciation,
preservation of capital and generation of income. As of
September 1, 1992, this option replaced the Plan's
"Balanced Fund" option.
. Shares of the Fidelity Retirement Growth Fund, an open end
mutual fund to which Fidelity Management Trust Company
serves as investment advisor, and which has the primary
objective of providing the opportunity for significant
capital appreciation. As of September 1, 1992, this
option replaced the Plan's "Growth Stock Fund" option.
. Shares of General Public Utilities Corporation ("GPU")
common stock. As of September 1, 1992, this option
replaced the Plan's "GPU Stock Fund" option.
Continued
6
<PAGE>
1. General Description of the Plan, continued:
Investment Funds, continued:
. Shares of the Fidelity U.S. Equity Index Commingled Pool
Fund ("Fidelity S&P 500 Index Fund"), a commingled pool,
to which Fidelity Management Trust Company serves as
investment advisor, and which has the primary objective of
providing investment results that correspond to the total
return of the Standard & Poor's Index, a U.S. equity index
made up of 500 equity securities (stocks). This
investment option was made available beginning July 1,
1993.
Employee Participation in the Plan:
The number of participating employees with account balances
invested in each investment option at December 31, 1993 and
1992 was as follows:
1993 1992
Interest Income Fund 3,514 3,596
Fidelity Intermediate Bond Fund 1,634 1,607
Fidelity Puritan Fund 3,695 3,149
Fidelity Retirement Growth
Fund 3,324 3,109
GPU Stock 1,152 950
Fidelity S&P 500 Index Fund 176 -
The total number of participants in the Plan at December 31,
1993 and 1992 was 5,759 and 5,434, respectively, which was
less than the sum of the number of participants shown in the
schedule above because many participants were participating
in more than one option.
Participant Accounts:
Each participant's account is credited with the participant's
own contributions and with the matching contributions made by
the Company with respect to the participant's contributions.
Each account maintained for a participant also reflects the
number of shares of each mutual fund, the number of shares of
Continued
7
<PAGE>
1. General Description of the Plan, continued:
Participant Accounts, continued:
GPU stock, the number of units of interest in the Fidelity
S&P 500 Index Fund, and the number of units of interest in
the Interest Income Fund, in which the balance of that
account is invested. All income, gain or loss attributable
to the investment of the balance of any account maintained
for a participant is credited or charged to that account.
Vesting:
Participants are 100% vested at all times in their Plan
accounts.
Distributions and Withdrawals:
A participant's Plan account balances become distributable
upon termination of the participant's employment.
Distribution of account balances in excess of $3,500 may be
deferred, at the participant's election, up to age 65. If
distribution of a participant's account has not otherwise
begun, it must begin by April 1st following the year in which
the participant attained age 70-1/2. Distributions generally
are in the form of a single lump sum payment. The Plan
permits withdrawals of account balances in the event of
financial hardship or disability as defined in the Plan. A
complete description of the Plan's terms and conditions for
employee distributions and withdrawals can be found in the
Plan document.
Loans to Participants:
The Plan provides that loans may be made to a participant
from the participant's account balance subject to certain
conditions. The minimum amount of each loan is $1,000 with
the maximum being $50,000, or certain lesser amounts as
described in the Plan. Interest on the loan is credited to
the participant's account. The rate is determined
periodically by the Administrative Committee, based on
current commercial rates. The interest rates for loans in
excess of five years were 7.67% and 8.18%, and the interest
rates for loans five years or less were 6.5% and 7.0% at
December 31, 1993 and 1992, respectively.
Continued
8
<PAGE>
1. General Description of the Plan, continued:
Plan Termination:
The GPU System Companies reserve the right at any time to
modify, suspend, amend or terminate the Plan. However, the
GPU System Companies cannot do so in such manner as will
cause or permit any part of the Plan's assets to be used for
or diverted to purposes other than for the exclusive benefit
of participants or their beneficiaries.
2. Summary of Significant Accounting Policies:
Valuation of Investments:
The amounts shown herein as the investment in the GPU System
Companies Master Savings Plan Trust reflect the fair value of
the assets held in such Trust and the Plan's relative
interest in the Trust. The Plan's participation is measured
at its value at the beginning of the valuation period plus
net external cash flow (contributions, distributions, etc.)
experienced by the Plan during the valuation period.
Investment income, net realized gain (loss) on investments
and net unrealized appreciation (depreciation) of investments
are allocated to each participating plan based upon its
accumulated monthly balance for each investment option (see
Note 3).
The net investment gain from the GPU System Companies Master
Savings Plan Trust and the Plan's separated segregated
accounts within the GPU System Master Retirement Trust for
the years ended December 31, 1993 and 1992, respectively,
which is presented in the Statement of Changes in Net Assets
Available for Plan Benefits, consists of interest and
dividend income and the net appreciation (depreciation) in
the fair value of investments, which consists of realized
gains or losses and the unrealized appreciation
(depreciation) on those investments in the GPU System
Companies Master Savings Plan Trust and the GPU System Master
Retirement Trust.
3. Investments:
On September 8, 1992, the Plan's investments, along with the
investments from the other GPU System Savings Plans were
transferred from their separated segregated accounts within
the GPU System Master Retirement Trust to the GPU System
Companies Master Savings Plan Trust.
Continued
9
<PAGE>
3. Investments, continued:
The investments reflected in the December 31, 1993 and 1992
Statements of Net Assets Available for Plan Benefits
represent the Plan's 71.11% and 71.15% share, respectively,
of total investments held in the GPU System Companies Master
Savings Plan Trust at December 31, 1993 and 1992.
At December 31, 1993 and 1992, the total investments held in
the GPU System Companies Master Savings Plan Trust are
summarized as follows:
1993 1992
Fair Value Fair Value
Fidelity Retirement Growth
Fund $117,026,998 $ 89,764,363
Fidelity Puritan Fund 110,652,603 69,805,044
Fidelity Intermediate Bond
Fund 24,188,605 21,119,731
Interest Income Fund:
Allstate Life Insurance Co. 7,171,497 19,689,291
Canada Life 6,255,768 -
Capital Initiatives Corp. 15,737,217 15,700,398
CIGNA 16,684,551 16,761,478
CNA Life Insurance Co. 9,811,128 9,040,959
Confederation Life Insurance Co. 5,202,689 5,202,683
Hartford Life Insurance Co. 9,058,782 8,310,806
John Hancock Mutual Life
Insurance Co. 14,055,742 19,455,276
Metropolitan Life Insurance Co. 6,479,891 5,965,652
Provident National Assurance Co. - 5,735,278
Prudential Insurance Co. 5,652,022 5,273,393
State Mutual 7,082,457 -
Sun Life of Canada 25,435,924 10,097,772
GPU Common Stock 12,578,457 9,291,034
Fidelity S&P 500 Index Fund 1,883,574 -
Fidelity Short-Term Investment
Group trust fund 14,052,449 8,822,708
Total investments at fair value $409,010,354 $320,035,866
Total investments at cost $399,844,167 $307,710,941
Continued
10
<PAGE>
<TABLE>
3. Investments, continued:
Based on participant investment options at December 31, 1993 and 1992,
the Plan's investments were broken down as follows:
<CAPTION>
1993 1992
<S> <C> <C>
Fidelity Retirement Growth Fund 27% 27%
Fidelity Puritan Fund 29 24
Fidelity Intermediate Bond Fund 6 7
Interest Income Fund 34 39
GPU Stock 3 3
Fidelity S&P 500 Index Fund 1 0
For the years ended December 31, 1993 and 1992, the changes in the GPU System Companies
Master Savings Plan Trust and the separated segregated accounts within the GPU System Master
Retirement Trust, respectively, are summarized as follows:
<CAPTION>
Fidelity
Fidelity Retirement Fidelity Intermediate Interest
Growth Fund Puritan Fund Bond Fund Income Fund
(Growth Stock Fund) (Balanced Fund) (Income Fund) (Fixed Fund)
<S> <C> <C> <C> <C>
Investments, December 31, 1991 $ 65,643,690 $ 51,748,578 $19,598,010 $117,496,158
Increases:
Employee contributions 10,476,848 6,936,871 2,580,737 13,663,814
Employer contributions 3,239,765 2,451,447 915,981 4,247,423
Transfers from affiliated pension
plans 241,782 261,666 116,084 1,542,980
Transfers between investment funds 5,122,521 2,555,781 (1,953,582) (5,632,159)
Transfers from Master Retirement
Trust - - - 159,599
Interest on loans 274,249 176,517 60,178 365,821
Net investment gain 8,230,530 8,551,243 1,136,356 9,570,956
27,585,695 20,933,525 2,855,754 23,918,434
Decreases:
Distributions and withdrawals 3,465,022 2,877,059 1,334,033 11,358,898
Investments, December 31, 1992 89,764,363 69,805,044 21,119,731 130,055,694
Increases:
Employee contributions 11,921,049 9,952,795 2,696,320 14,059,256
Employer contributions 3,457,160 3,230,753 903,579 4,142,379
Transfers from affiliated pension
plans 251,987 377,225 69,386 801,381
Transfers between investment funds (5,209,302) 13,327,171 (2,070,107) (8,031,550)
Interest on loans 305,376 249,020 60,682 341,019
Net investment gain 20,290,183 16,972,815 2,505,942 10,084,776
31,016,453 44,109,779 4,165,802 21,397,261
Decreases:
Distributions and withdrawals 3,753,818 3,262,220 1,096,928 8,772,838
Investments, December 31, 1993 $117,026,998 $110,652,603 $24,188,605 $142,680,117
Continued
11
<PAGE>
3. Investments, continued:
For the years ended December 31, 1993 and 1992, the changes in the GPU System Companies
Master Savings Plan Trust and the separated segregated accounts within the GPU System Master
Retirement Trust, respectively, are summarized as follows:
<CAPTION>
Fidelity
GPU Stock S&P 500
(GPU Stock Fund) Index Fund Total
<S> <C> <C> <C>
Investments, December 31, 1991 $ 7,432,637 - $261,919,073
Increases:
Employee contributions 1,254,024 - 34,912,294
Employer contributions 393,929 - 11,248,545
Transfers from affiliated pension
plans 40,968 - 2,203,480
Transfers between investment funds (92,561) - -
Transfers from Master Retirement
Trust - - 159,599
Interest on loans 29,843 - 906,608
Net investment gain 661,694 - 28,150,779
2,287,897 - 77,581,305
Decreases:
Distributions and withdrawals 429,500 - 19,464,512
Investments, December 31, 1992 9,291,034 - 320,035,866
Increases:
Employee contributions 1,475,877 $ 157,425 40,262,722
Employer contributions 436,283 44,271 12,214,425
Transfers from affiliated pension
plans 22,822 - 1,522,801
Transfers between investment funds 383,001 1,600,787 -
Interest on loans 35,576 3,588 995,261
Net investment gain 1,396,344 89,559 51,339,619
3,749,903 1,895,630 106,334,828
Decreases:
Distributions and withdrawals 462,480 12,056 17,360,340
Investments, December 31, 1993 $12,578,457 $1,883,574 $409,010,354
Continued
12
<PAGE>
3. Investments, continued:
The net investment gain in the GPU System Companies Master Savings Plan Trust for the
year ended December 31, 1993 was as follows:
<CAPTION>
Fidelity
Fidelity Retirement Fidelity Intermediate Interest
Growth Fund Puritan Fund Bond Fund Income Fund
(Growth Stock Fund) (Balanced Fund) (Income Fund) (Fixed Fund)
<S> <C> <C> <C> <C>
Dividends $10,904,390 $12,694,099 $1,770,124 -
Interest income - - - $10,084,776
Net appreciation
in fair value of investments 9,385,793 4,278,716 735,818 -
Net investment gain $20,290,183 $16,972,815 $2,505,942 $10,084,776
The net investment gain in the GPU System Companies Master Savings Plan Trust and
the separated segregated accounts within the GPU System Master Retirement Trust for
the year ended December 31, 1992 was as follows:
<CAPTION>
Fidelity
Fidelity Retirement Fidelity Intermediate Interest
Growth Fund Puritan Fund Bond Fund Income Fund
(Growth Stock Fund) (Balanced Fund) (Income Fund) (Fixed Fund)
<S> <C> <C> <C> <C>
Dividends $16,142,935 $6,314,360 $ 850,776 -
Interest income 1,873 1,071 714,831 $9,570,956
Net appreciation (depreciation)
in fair value of investments (7,914,278) 2,235,812 (429,251) -
Net investment gain $ 8,230,530 $8,551,243 $1,136,356 $9,570,956
Continued
13
<PAGE>
3. Investments, continued:
The net investment gain in the GPU System Companies Master Savings Plan Trust for the
year ended December 31, 1993 was as follows:
<CAPTION>
Fidelity
GPU Stock S&P 500
(GPU Stock Fund) Index Fund Total
<S> <C> <C> <C>
Dividends $ 560,655 - $25,929,268
Interest income 1,493 - 10,086,269
Net appreciation
in fair value of investments 834,196 $89,559 15,324,082
Net investment gain $1,396,344 $89,559 $51,339,619
The net investment gain in the GPU System Companies Master Savings Plan Trust and
the separated segregated accounts within the GPU System Master Retirement Trust for
the year ended December 31, 1992 was as follows:
<CAPTION>
Fidelity
GPU Stock S&P 500
(GPU Stock Fund) Index Fund Total
<S> <C> <C> <C>
Dividends $478,825 - $23,786,896
Interest income 940 - 10,289,671
Net appreciation (depreciation)
in fair value of investments 181,929 - (5,925,788)
Net investment gain $661,694 - $28,150,779
Investments in the GPU System Companies Master Savings Plan Trust are carried at fair market
value. Fair market values of assets held by the Trust are determined as follows:
Stock and bonds are valued at the closing market prices on the last business day of the year.
Short-term investment group trust funds (investments through the custodian bank) and insurance
contracts are valued at cost plus accrued interest, which approximates market
The GPU System Companies Master Savings Plan Trust consists of separate investment funds, as
defined by the Plan, with different investment objectives. The Plan's investment in the
investment funds under the GPU System Companies Master Savings Plan Trust is subject to credit
risk. The degree and concentration of credit risk varies by fund depending upon the type and
diversity of investments.
14
<PAGE>
</TABLE>
