SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S/A
ANNUAL REPORT
For the Year Ended December 31, 1994
Filed pursuant to the Public Utility Holding Company Act of 1935
by
GENERAL PUBLIC UTILITIES CORPORATION (File No. 30-126)
100 Interpace Parkway, Parsippany, New Jersey 07054
<PAGE>
General Public Utilities Corporation hereby amends its Annual Report on
Form U5S for the year ended December 31, 1994, in SEC File No. 30-126, by
filing a new Exhibit F-1 thereto (Item 6, Part III - Compensation and other
related information for Officers and Directors of GPU, JCP&L, Met-Ed and
Penelec.)
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF
1935, THE UNDERSIGNED COMPANY HAS DULY CAUSED THIS AMENDMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
General Public Utilities
Corporation
By: /s/ P. R. Chatman
P. R. Chatman, Assistant
Comptroller
Date: May 12, 1995
<PAGE>
EXHIBIT FILED BY EDGAR
Exhibit
F-1 Item 6. Part III - Compensation and other related
information for the Officers and Directors of GPU,
JCP&L, Met-Ed and Penelec.<PAGE>
ITEM 6. OFFICERS AND DIRECTORS Exhibit F-1
Part III.
GPU
The following pages consist of disclosures made in GPU's 1995 Proxy
Statement as well as disclosures made in the GPU and System Companies' 1994
Annual report on Form 10-K.
General Public Utilities Corporation
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 1, 1995, 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. No person to the knowledge of
the Corporation held beneficially 5% or more of the Corporation's outstanding
Common Stock on such date.
Amount and Nature
of Beneficial
Name Title of Security Ownership(1)
Louis J. Appell, Jr. GPU Common Stock 1,700 shares-Direct
4,274 shares-Indirect
Donald J. Bainton GPU Common Stock 3,700 shares-Direct
Theodore H. Black GPU Common Stock 6,935 shares-Direct
Philip R. Clark GPU Common Stock 5,250 shares-Direct
362 shares-Indirect
John G. Graham GPU Common Stock 6,626 shares-Direct
1,480 shares-Indirect
Fred D. Hafer GPU Common Stock 4,470 shares-Direct
116 shares-Indirect
Thomas B. Hagen GPU Common Stock 7,314 shares-Direct
Henry F. Henderson, Jr GPU Common Stock 2,384 shares-Direct
1,200 shares-Indirect
Ira H. Jolles GPU Common Stock 5,299 shares-Direct
James R. Leva GPU Common Stock 4,170 shares-Direct
100 shares-Indirect
John M. Pietruski GPU Common Stock 3,700 shares-Direct
Catherine A. Rein GPU Common Stock 2,150 shares-Direct
Paul R. Roedel GPU Common Stock 2,300 shares-Direct
Carlisle A. H. Trost GPU Common Stock 1,707 shares-Direct
Robert L. Wise GPU Common Stock 5,350 shares-Direct
Patricia K. Woolf GPU Common Stock 2,914 shares-Direct
All GPU Directors and
Executive Officers
as a Group GPU Common Stock 78,058 shares-Direct
8,255 shares-Indirect
(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.
-1-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
Remuneration of Executive Officers
PERSONNEL, COMPENSATION AND NOMINATING COMMITTEE REPORT
The structure of GPU's executive compensation program remained
essentially unchanged in 1994 and consisted of three inter-related programs:
the Base Salary Program, the Incentive Compensation Program and the 1990 Stock
Plan.
Compensation Philosophy
GPU's philosophy of executive compensation is to provide a program that
allows the Corporation to attract and retain the caliber of executive talent
needed to ensure business success and that provides rewards commensurate with
that success. Actual pay levels are intended to vary with the achievement of
business objectives. The program is also designed to balance short-term and
long-term incentives so that both short-term and long-term objectives will be
effectively pursued.
Market Comparisons
In determining the competitive market for executive talent, GPU uses the
services of a major compensation consulting firm to ensure the maximum
objectivity. The market data provided by the consulting firm is based on
other companies considered likely to employ comparably skilled and experienced
executives in similar jobs. Most of the companies surveyed are other large
electric utilities similar to GPU; however, non-utility companies are also
included. The companies used for compensation comparison purposes include
some but not all of the companies in the S&P Index shown in the performance
chart on page 9; a number of companies not included in the S&P Index are also
used for comparison reflecting the fact that GPU must compete for executive
talent in a larger market.
Within the established compensation market, GPU targets pay at the median
or 50th percentile when business objectives have been achieved. Consistent
with program design intended to vary pay levels to reflect business
performance, actual pay may be above or below the median in any given year.
For 1994, the total compensation package for Mr. Leva and the named executive
officers collectively approximated the median.
Base Salary Program
The Base Salary Program provides a relatively stable portion of
compensation and reflects the need to attract and retain experienced
executives. Formal salary ranges are established for executive positions and
designed so that the middle of the range approximates median competitive
salary levels. Actual executive salaries within the established ranges
reflect the experience and potential of the executive as well as individual
job performance.
-2-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
In determining individual salaries and the appropriateness of any
increases, the Board considers competitive market data as well as the
individual executive's experience, contribution and performance, particularly
recent performance. In addition, the Corporation's financial resources are
considered in determining what level of spending is considered prudent. These
factors are not formally weighted and the Board uses subjective judgment in
making its decisions.
Salary increases granted in 1994 to Mr. Leva and the named executive
officers reflected these factors and the Board's judgment on what constitutes
appropriate salary levels. The base salary levels of Mr. Leva and the named
executive officers were approximately at the competitive median.
Incentive Compensation Program
The Incentive Compensation Program provides an opportunity for executives
to earn an annual, non-recurring cash bonus if targeted objectives are
achieved. Objectives in this program include measures of business success for
the Corporation and its subsidiaries as well as individual objectives for each
executive. If all objectives are precisely achieved, the program is designed
to provide annual bonus pay at the median of the competitive market. Because
payments vary with the achievement of results, actual bonus levels may be
below or above the median in any given year.
Total dollars available for awards under this program cannot exceed 125%
of target and no awards can be made in a year when dividends are not declared
or paid on GPU Common Stock.
In 1994, the specific measures of business success for the entire GPU
System were return on equity ("ROE") (40%), nuclear safety (30%), customer
cost (defined as maintaining an appropriate cost relationship with other
Pennsylvania and New Jersey utilities) (15%), and quality of service
determined by interruption minutes per customer as well as customer contact
and customer attitude surveys (15%). Achievement of System-wide measures
determines the total dollars available for payments under this program.
Specific 1994 performance objectives were also established for each of
the Corporation's subsidiaries, with the exception of GPU Service Corporation
where the measures were an average of the other System subsidiaries.
Achievement of subsidiary objectives determines each subsidiary's share of the
total dollars available.
For GPU Nuclear, 1994 objectives were nuclear safety (50%), generation
(25%) and management of spending budgets (25%). For the operating
subsidiaries, 1994 objectives were earnings (40%), management of spending
budgets (25%), customer cost (20%) and quality of service (15%).
Awards to individual executives are also determined by an assessment of
the executive's individual performance and contribution to the achievement of
corporate and subsidiary objectives. The Board uses subjective judgment in
assessing this performance and contribution.
-3-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
Incentive awards for 1994 to Mr. Leva and executive officers were based
on overall results that were over target and, therefore, were somewhat above
the competitive median. For the GPU System, the ROE objective was considered
as having been exceeded although actual ROE reflected the impact of deliberate
actions taken to position the Corporation for the future in a rapidly changing
industry. One example was the decision to lower employment levels in the
Corporation through a voluntary enhanced retirement program. This decision,
while causing a short-term reduction in earnings, is expected to result in
long-term savings and a more competitive Corporation. System objectives for
customer cost and quality of service were not fully achieved while the nuclear
safety objective was exceeded.
For GPU Nuclear, the nuclear safety objective was exceeded, the
generation objectives were fully achieved and the budget management objective
was significantly exceeded.
Each of the three operating subsidiaries (JCP&L, Met-Ed, and Penelec)
exceeded their earnings objectives. The customer cost objective was fully
achieved by one of the companies while the other two were slightly under
target. Quality of service objectives were under target at each of the
companies. Budget management objectives were exceeded at each of the three
companies.
Specific individual achievements of Mr. Leva that are reflected in his
award included his leadership in restructuring the Corporation through the
organizational realignment combining the management of Met-Ed and Penelec and
the establishment of the fossil generating company. In addition, he directed
the establishment of numerous performance improvement efforts that will enable
the Corporation to reduce costs and respond more effectively to customers -
factors that will be critical in the more competitive environment.
Mr. Leva's personal leadership and example have had a major impact on the
ongoing cultural change initiative at GPU. Reorienting the culture to match
the changes in the industry is considered essential if GPU is to achieve long-
term success.
In the judgment of the Board, these accomplishments, combined with
financial and operating results, made it appropriate to award the indicated
incentive payments.
1990 Stock Plan
The 1990 Stock Plan, approved by shareholders, allows the Board the
discretion to use a number of stock vehicles to link executive compensation to
changes in shareholder value. In 1994, the Board chose to make awards in the
form of restricted share units, reflecting its judgment that such units most
closely represent shareholder value. These units give the recipient the right
to receive shares of GPU Common Stock (or cash at the discretion of the
Committee) at the end of the vesting period which is normally five years.
Dividend equivalents are paid and reinvested in additional units during the
vesting period. Executives who resign during the vesting period normally
forfeit their units.
-4-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
Restricted unit grants in 1994 also included a potential Performance
Cash Incentive Award which will be earned only if the Corporation's total
shareholder return over the restriction periods exceeds the average return of
the companies in the Edison Electric Institute's Index of Investor Owned
Utilities. The cash award, in addition to providing another link to
shareholder value, is designed to enable executives to satisfy their income
tax obligations on vesting shares without selling any of the shares. This
feature encourages executives to hold their GPU stock and continue their
personal link to shareholder value.
Specific awards to executives reflect competitive compensation levels,
the performance and contribution of the executive and the size of previous
awards. Target levels are set so that the total compensation package,
including these awards, approximates the median of the competitive market when
results are fully achieved. The ultimate value of the award when it vests
will depend on the value of GPU Common Stock and, consequently, may be higher
or lower than its value at the time it is granted.
These factors are not weighted and the Board uses subjective judgment in
deciding actual award levels. The 1994 grants to Mr. Leva and other
executives were determined in this manner and were slightly below median
competitive levels.
Personnel, Compensation and Nominating
Committee Members
Louis J. Appell, Jr.
Donald J. Bainton
Theodore H. Black
John M. Pietruski
Catherine A. Rein
-5-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Awards
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 1994 $573,750 $292,500 $ - $117,563 $ 68,409(3)
Chairman, President and 1993 523,750 189,000 - 124,000 54,291
Chief Executive Officer, 1992 441,304 150,000 - 98,800 45,503
General Public Utilities
Corporation
Ira H. Jolles 1994 327,750 83,000 - 47,025 24,114(4)
Senior Vice President 1993 314,750 69,000 - 49,600 23,724
and General Counsel, 1992 301,250 62,500 - 48,100 22,953
General Public Utilities
Corporation
Philip R. Clark 1994 304,750 84,000 277 44,021 21,329(5)
President, GPU 1993 291,250 80,000 911 48,825 29,126
Nuclear Corporation 1992 276,250 75,000 790 46,800 23,764
Robert L. Wise 1994 290,000 81,000 - 41,931 23,945(6)
President, Fossil 1993 278,250 67,000 - 43,710 30,012
Generation, GPU Service 1992 266,250 55,000 - 42,900 23,790
Corporation
Fred D. Hafer 1994 275,250 77,000 - 39,841 19,733(7)
President, Metropolitan 1993 258,250 50,000 - 41,850 18,975
Edison Company and 1992 246,250 40,000 - 41,600 18,375
Pennsylvania Electric Company
John G. Graham 1994 276,250 75,000 - 39,841 29,582(8)
Senior Vice President 1993 261,250 59,000 - 41,850 40,740
and Chief Financial Officer, 1992 248,750 51,500 - 40,300 32,211
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.
-6-<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
(2) Number and value of aggregate restricted shares/units at the end of 1994
(dividends are paid or accrued on these restricted shares/units and
reinvested):
Aggregate Shares/Units Aggregate Value
James R. Leva 15,500 $412,913
Ira H. Jolles 8,650 $221,700
Philip R. Clark 8,260 $212,196
Robert L. Wise 7,865 $201,091
Fred D. Hafer 7,075 $182,129
John G. Graham 7,075 $181,935
(3) Consists of the Corporation's matching contributions under the Savings
Plan ($6,000), matching contributions under the non-qualified deferred
compensation plan ($16,950), the benefit of interest-free use of the non-
term portion of employer paid premiums for split-dollar life insurance
($39,382), and above-market interest accrued on the retirement portion of
deferred compensation ($6,077).
(4) Consists of the Corporation's matching contributions under the Savings
Plan ($6,000), matching contributions under the non-qualified deferred
compensation plan ($7,110), the benefit of interest-free use of the non-
term portion of employer paid premiums for split-dollar life insurance
($10,723), and above-market interest accrued on the retirement portion of
deferred compensation ($281).
(5) Consists of the Corporation's matching contributions under the Savings
Plan ($6,000), matching contributions under the non-qualified deferred
compensation plan ($6,190), the benefit of interest-free use of the non-
term portion of employer paid premiums for split-dollar life insurance
($3,820), and above-market interest accrued on the retirement portion of
deferred compensation ($5,319).
(6) Consists of the Corporation's matching contributions under the Savings
Plan ($6,000), matching contributions under the non-qualified deferred
compensation plan ($5,600), the benefit of interest-free use of the non-
term portion of employer paid premiums for split-dollar life insurance
($6,496), and above-market interest accrued on the retirement portion of
deferred compensation ($5,849).
(7) Consists of the Corporation's matching contributions under the Savings
Plan ($6,000), matching contributions under the non-qualified deferred
compensation plan ($5,010), the benefit of interest-free use of the non-
term portion of employer paid premiums for split-dollar life insurance
($8,630), and above-market interest accrued on the retirement portion of
deferred compensation ($93).
(8) Consists of the Corporation's matching contributions under the Savings
Plan ($6,000), matching contributions under the non-qualified deferred
compensation plan ($5,050), the benefit of interest-free use of the non-
term portion of employer paid premiums for split-dollar life insurance
($9,583), and above-market interest accrued on the retirement portion of
deferred compensation ($8,949).
-7-<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
NOTE: The split-dollar life insurance amounts reported in the "All Other
Compensation" column are equal to the present value of the interest-free use
of the current year employer paid premiums to the projected date the premiums
will be refunded to the Corporation. Prior years' amounts have been restated.
</FN>
</TABLE>
<TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<CAPTION>
Estimated future payouts
under non-stock price
based plans(1)
Performance
Number of or other
shares, period until
units or maturation Target
Name other rights or payout ($ or #)
<S> <C> <C> <C>
James R. Leva 4,500 5 years $106,313
Ira H. Jolles 1,800 5 years $ 47,250
Philip R. Clark 1,685 5 years $ 39,808
Robert L. Wise 1,605 5 years $ 37,918
Fred D. Hafer 1,525 5 years $ 36,028
John G. Graham 1,525 5 years $ 36,028
______________________
<FN>
(1) The 1990 Stock Plan for Employees of General Public Utilities Corporation
and Subsidiaries also provides for 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 1994 multiplied by the 1994
year-end market value of $26.25. Actual payments would be based on the
market value of GPU Common Stock at the time the restrictions lapse and
may be different from those indicated above.
</FN>
</TABLE>
-8-<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
<TABLE>
Comparison of Five Year Cumulative Total Return*
GPU, S&P 500 Index and S&P Electric Utility Index
($)
<CAPTION>
Amount
Invested
1/1/90 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
GPU 100 102 130 140 165 149
S&P 500 100 97 126 136 150 152
S&P Electric Utility 100 103 134 141 159 138
S&P Utility** 100 97 112 121 138 127
<FN>
* Assumes $100 invested on January 1, 1990 in GPU Common Stock, S&P
500 Index and S&P Electric Utility Index. Cumulative Total Return
includes reinvestment of dividends.
** The performance graph contained in the 1994 Proxy Statement
compared GPU's five-year total return to a broad-based index (S&P
500) and an industry peer-group index (S&P Utility). The S&P
Utility Index contains 45 companies in the electric, gas and
telephone utility industries each of which are at different stages
of competition. The S&P Electric Utility Index, containing 24
electric utility companies, is more representative of the
performance of electric utilities that are similar to GPU. In this
year of transition, the performance graph includes the S&P Utility
Index, its replacement, the S&P Electric Utility Index as well as
the S&P 500 Index and GPU's cumulative total return.
</FN>
</TABLE>
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.
-9-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
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 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.
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 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.
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.
-10-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
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 1995 (computed
on a single life annuity basis) to persons in specified salary and years of
service classifications:
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFITS (2) (3) (4)
BASED UPON CAREER AVERAGE COMPENSATION
(1995 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 - $368,408; Clark - $273,235; Wise - $237,280; Hafer - $238,121;
and Graham - $248,858.
(2) Years of Creditable Service: Messrs. Leva - 43 years; Jolles - 12 years;
Clark - 18 years; Wise - 31 years; Hafer - 32 years; and Graham - 25
years.
-11-<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
(3) Based on an assumed retirement at age 65 in 1995. 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.
</FN>
</TABLE>
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 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, Compensation and Nominating Committee, commencing at the later
of age 60 or upon retirement. As of December 31, 1994, the following
directors had at least 54 months of service:
Director Months of Service
Louis J. Appell, Jr. 263
Donald J. Bainton 150
Theodore H. Black 82
Thomas B. Hagen 82
Henry F. Henderson 71
Paul R. Roedel 192
John M. Pietruski 71
Catherine A. Rein 71
Patricia K. Woolf 137
-12-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
GPU
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 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.
-13-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued): Exhibit F-1
Part III.
Jersey Central Power & Light Company
Metropolitan Edison Company/Pennsylvania Electric Company
EXECUTIVE COMPENSATION.
The managements of Met-Ed and Penelec were combined in 1994. Accordingly,
the amounts shown below represent the aggregate remuneration paid to such
executive officers by Met-Ed and Penelec during 1994. In addition,
Mr. Toole's remuneration includes an amount paid by Met-Ed and JCP&L during
the year.
<TABLE>
Remuneration of Executive Officers
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
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>
J. R. Leva
Chairman of the Board
and Chief Executive
Officer (3) (3) (3) (3) (3) (3)
JCP&L:
D. Baldassari 1994 $271,250 $62,000 $ 17 $39,188 $16,823(4)
President 1993 253,750 57,000 - 41,850 15,436
1992 211,480 50,000 - 35,100 14,177
M. P. Morrell 1994 150,175 27,300 804 15,936 6,000(5)
Vice President - 1993 144,200 26,000 1,932 15,500 5,768
Regulatory and 1992 137,500 24,900 1,166 14,560 5,267
Public Affairs
D. W. Myers 1994 142,125 29,300 - 13,716 5,685(6)
Vice President - 1993 135,125 22,400 - 13,950 5,405
Operations Support 1992 129,925 25,000 - 14,300 5,197
and Comptroller
E. J. McCarthy 1994 136,267 26,100 - 13,324 5,451(7)
Vice President - 1993 125,825 22,500 - 13,020 5,033
Customer Operations 1992 121,125 19,100 - 13,000 4,845
and Sales
R. S. Cohen 1994 127,225 22,800 - 12,018 5,089(8)
Secretary and 1993 122,500 19,500 - 12,710 4,902
Corporate Counsel 1992 117,950 18,600 - 13,000 4,718
-14-<PAGE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
<S> <C> <C> <C> <C> <C> <C>
JCP&L
MET-ED/PENELEC
MET-ED/PENELEC:
F. D. Hafer 1994 275,250 77,000 - 39,841 19,733(9)
President 1993 258,250 50,000 - 41,850 18,975
1992 246,250 40,000 - 41,600 18,375
J. G. Herbein 1994 148,025 34,000 - 14,238 9,861(10)
Vice President - 1993 142,200 25,900 - 15,190 15,338
Generation 1992 136,500 22,100 743 15,340 10,507
G. R. Repko 1994 142,225 32,000 - 14,630 5,689(11)
Vice President - 1993 129,100 24,200 - 13,330 5,164
Customer Services 1992 120,900 19,200 - 13,520 4,836
and Operations
R. J. Toole 1994 142,125 30,100 - 13,716 5,685(12)
Vice President - 1993 136,750 21,000 - 13,950 5,470
Generation 1992 131,875 17,100 - 13,520 5,275
R. S. Zechman 1994 132,500 31,000 - 13,324 5,300(13)
Vice President - 1993 118,750 17,000 - 12,400 4,750
Administration 1992 113,750 12,500 - 12,480 4,550
and Finance
D. L. O'Brien 1994 129,750 23,000 548 12,018 1,238(14)
Comptroller 1993 124,750 16,500 1,161 12,400 1,187
1992 119,750 12,500 598 13,000 1,137
<FN>
(1) "Other Annual Compensation" is composed entirely of the above-market
interest accrued on the preretirement portion of deferred compensation.
(2) Number and value of aggregate restricted shares/units at the end of 1994
(dividends are paid or accrued on these restricted shares/units and
reinvested):
Aggregate Aggregate
Shares/Units $ Value
JCP&L:
D. Baldassari 5,000 $134,302
M. P. Morrell 2,520 65,284
D. W. Myers 2,285 59,192
E. J. McCarthy 2,190 56,588
R. S. Cohen 2,140 55,202
Met-Ed/Penelec:
F. D. Hafer 7,075 182,129
J. G. Herbein 2,535 65,444
G. R. Repko 2,270 58,724
R. J. Toole 2,355 60,721
R. S. Zechman 2,105 54,439
D. L. O'Brien 2,090 53,981
-15-<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
MET-ED/PENELEC
(3) As noted above, Mr. Leva is Chairman and Chief Executive Officer of
General Public Utilities Corporation and its affiliates. Mr. Leva is
compensated by GPUSC for his overall service on behalf of the GPU System
and accordingly is not compensated directly by the other subsidiary
companies for his services. Information with respect to Mr. Leva's
compensation is included on pages 6 through 8 of this exhibit.
(4) Consists of employer matching contributions under the Savings Plan
($6,000), matching contributions under the non-qualified deferred
compensation plan ($4,850), the benefit of interest-free use of the non-
term portion of employer paid premiums for split-dollar life insurance
($5,956) and above-market interest accrued on the retirement portion of
deferred compensation ($17).
(5) Consists of employer matching contributions under the Savings Plan
($6,000).
(6) Consists of employer matching contributions under the Savings Plan
($5,685).
(7) Consists of employer matching contributions under the Savings Plan
($5,451).
(8) Consists of employer matching contributions under the Savings Plan
($5,089).
(9) Consists of employer matching contributions under the Savings Plan
($6,000), matching contributions under the non-qualified deferred
compensation plan ($5,010), the benefit of interest-free use of the non-
term portion of employer paid premiums for split-dollar life insurance
($8,630) and above-market interest accrued on the retirement portion of
deferred compensation ($93).
(10) Consists of employer matching contributions under the Savings Plan
($4,661) and above-market interest accrued on the retirement portion of
deferred compensation ($5,200).
(11) Consists of employer matching contributions under the Savings Plan
($5,689).
(12) Consists of employer matching contributions under the Savings Plan
($5,685).
(13) Consists of employer matching contributions under the Savings Plan
($5,300).
(14) Consists of employer matching contributions under the Savings Plan
($1,238).
Note: The split-dollar life insurance amounts reported in the "All Other
Compensation" column are equal to the present value of the interest-free use
of the current year employer paid premium to the projected date the premiums
will be refunded to the Corporation. Prior years' amounts have been restated.
-16-
</FN>
</TABLE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
MET-ED/PENELEC
<TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<CAPTION>
Estimated future payouts
under nonstock price-
based plans(1)
Performance
Number of or other
shares, period until
units or maturation Target
Name other rights or payout ( $ or #)
<S> <C> <C> <C>
JCP&L:
D. Baldassari 1,500 5 years $35,438
M. P. Morrell 610 5 years $14,411
D. W. Myers 525 5 years $12,403
E. J. McCarthy 510 5 years $12,049
R. S. Cohen 460 5 years $10,868
Met-Ed/Penelec:
F. D. Hafer 1,525 5 years $36,028
J. G. Herbein 545 5 years $12,876
G. R. Repko 560 5 years $13,230
R. J. Toole 525 5 years $12,403
R. S. Zechman 510 5 years $12,049
D. L. O'Brien 460 5 years $10,868
<FN>
(1) The 1990 Stock Plan for Employees of General Public Utilities Corporation
and Subsidiaries also provides for a Performance Cash Incentive Award 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 1994 multiplied by the 1994
year-end market value of $26.25. 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.
</FN>
</TABLE>
Proposed Remuneration of Executive Officers
None of the named executive officers in the Summary Compensation Table
has an employment contract. The compensation of executive officers is
determined from time to time by the Personnel, Compensation and Nominating
Committee of the GPU Board of Directors.
-17-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
MET-ED/PENELEC
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 annual 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 1995 (computed
on a single life annuity basis) to persons in specified salary and years of
service classifications:
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFITS
BASED UPON CAREER AVERAGE COMPENSATION(2) (3) (4)
(1995 Retirement)
<CAPTION>
Career
Average 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 years
Compensation(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
<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: JCP&L:
Messrs. Baldassari - $158,239; Morrell - $122,625; Myers - $141,733;
McCarthy - $120,292; Cohen - $107,124 and Met-Ed/Penelec: Messrs.
Hafer - $238,121; Herbein - $134,432; Repko - $121,220; Toole -
$121,095; Zechman - $103,287; O'Brien - $115,985.
-18-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
MET-ED/PENELEC
(2) Years of Creditable Service: JCP&L: Messrs. Baldassari - 22 years;
Morrell - 23 years; Myers - 14 years; McCarthy - 34 years; Cohen - 26
years and Met-Ed/Penelec: Messrs. Hafer - 32 years; Herbein - 29 years;
Repko - 28 years; Toole - 28 years; Zechman - 25 years; O'Brien -
22 years.
(3) Based on an assumed retirement at age 65 in 1995. To reduce the above
amounts to reflect a retirement benefit assuming a continual annuity to
a surviving spouse equal to 50 percent of the annuity payable at
retirement, multiply the above benefits by 90 percent. 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 percent of the average
compensation received during the last three years prior to retirement.
</FN>
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All of the outstanding shares of JCP&L (15,371,270), Met-Ed (859,500)
and Penelec (5,290,596) common stock are owned beneficially and of record by
the Company's parent, General Public Utilities Corporation, 100 Interpace
Parkway, Parsippany, NJ 07054.
The following table sets forth, as of February 1, 1995, the beneficial
ownership of equity securities of each of the Company's directors and each of
the executive officers named in the Company's Summary Compensation Table, and
of all directors and officers of the Company as a group. The shares owned by
all directors and executive officers as a group constitute less than 1% of the
total shares outstanding.
Title of Amount and Nature of
Name Class Beneficial Ownership (1)
JCP&L:
J. R. Leva GPU Common Stock 4,170 Shares - Direct
GPU Common Stock 100 Shares - Indirect
J. G. Graham GPU Common Stock 6,626 Shares - Direct
GPU Common Stock 1,480 Shares - Indirect
R. C. Arnold GPU Common Stock 6,003 Shares - Direct
D. Baldassari GPU Common Stock 1,009 Shares - Direct
R. S. Cohen GPU Common Stock 970 Shares - Direct
E. J. McCarthy GPU Common Stock 958 Shares - Direct
M. P. Morrell GPU Common Stock 1,071 Shares - Direct
D. W. Myers GPU Common Stock 959 Shares - Direct
G. E. Persson GPU Common Stock None
S. C. Van Ness GPU Common Stock None
S. B. Wiley GPU Common Stock None
All Directors and GPU Common Stock 26,427 Shares - Direct
Officers as a Group GPU Common Stock 1,580 Shares - Indirect
-19-
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (continued) Exhibit F-1
Part III
JCP&L
MET-ED/PENELEC
Met-Ed/Penelec:
J. R. Leva GPU Common Stock 4,170 Shares - Direct
GPU Common Stock 100 Shares - Indirect
J. G. Graham GPU Common Stock 6,626 Shares - Direct
GPU Common Stock 1,480 Shares - Indirect
R. C. Arnold GPU Common Stock 6,003 Shares - Direct
J. F. Furst GPU Common Stock 746 Shares - Direct
GPU Common Stock 1,363 Shares - Indirect
F. D. Hafer GPU Common Stock 4,470 Shares - Direct
GPU Common Stock 116 Shares - Indirect
J. G. Herbein GPU Common Stock 1,144 Shares - Direct
G. R. Repko GPU Common Stock 958 Shares - Direct
R. J. Toole GPU Common Stock 1,776 Shares - Direct
R. S. Zechman GPU Common Stock 895 Shares - Direct
D. L. O'Brien GPU Common Stock 920 Shares - Direct
All Directors and GPU Common Stock 29,886 Shares - Direct
Officers as a Group GPU Common Stock 3,059 Shares - Indirect
(1) The number of shares owned and the nature of such ownership, not being
within the knowledge of the Company, have been furnished by each
individual.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
-20-
<PAGE>
