INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/x/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GENERAL PUBLIC UTILITIES CORPORATION
-----------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GENERAL PUBLIC UTILITIES CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
Rule 14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or
Rule 14a-6(i)(2).
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.<PAGE>
PRELIMINARY COPY
GENERAL PUBLIC UTILITIES CORPORATION
100 Interpace Parkway Parsippany, New Jersey 07054-1149
Notice of Annual Meeting of Stockholders to be Held May 4, 1995
Notice is hereby given that the Annual Meeting of
Stockholders of General Public Utilities Corporation will be held
at The Morris Museum, Six Normandy Heights Road, Morristown, New
Jersey on Thursday, May 4, 1995 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 1995 Annual Meeting.
2. To consider an amendment to Article 5 of the Articles
of Incorporation to increase the authorized capital
stock of the Corporation to 350,000,000 shares of
Common Stock of the par value $2.50 per share (see
Appendix A on page 54).
1<PAGE>
3. To consider an amendment to Article 9 of the Articles
of Incorporation to eliminate the preemptive rights of
stockholders to purchase additional shares of Common
Stock (see Appendix B on page 55).
4. To consider the ratification of the selection by the
Board of Directors of Coopers & Lybrand, L.L.P. as
independent auditor for the year 1995.
5. 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 13, 1995 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, 1995
2<PAGE>
The 1994 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, 1995.
If you wish to receive, without charge, a copy of the GPU System
Statistics or the Corporation's 1994 Annual Report to the
Securities and Exchange Commission on Form 10-K, direct your
request to: Stockholder Relations, General Public Utilities
Corporation, 100 Interpace Parkway, Parsippany, New Jersey
07054-1149, or call (201) 263-6600.
3<PAGE>
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.
4<PAGE>
PRELIMINARY COPY
GENERAL PUBLIC UTILITIES CORPORATION
100 Interpace Parkway Parsippany, New Jersey 07054-1149
Proxy Statement for Annual Meeting - May 4, 1995
STOCKHOLDERS ENTITLED TO VOTE
Holders of record at the close of business on March 13, 1995
of the outstanding Common Stock (consisting of [115,215,305]
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. Adoption of
the proposed amendments to the Articles of Incorporation
(Proposals 2 and 3) requires in each case the affirmative vote of
the majority of the Corporation's issued and outstanding shares.
Other matters are to be determined by vote of the holders of a
5<PAGE>
majority of the shares present or represented at the meeting and
voting on such matters.
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 election of directors, the ratification of the selection of
auditors or other matters. Since, however, approval of the
proposed amendments to the Articles of Incorporation (Proposals 2
and 3) requires the affirmative vote of a majority of the
outstanding shares of the Corporation, abstention and broker non-
votes will have the effect of a negative vote on these proposals.
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
6<PAGE>
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.
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 1995 Annual Meeting, four Class I directors will be
elected to hold office for three-year terms beginning upon their
election at the 1995 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
7<PAGE>
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 Personnel, Compensation and Nominating Committee of the Board
of Directors.
8<PAGE>
Information about the Nominees
Nominees for Class I Directors for
Terms Expiring in 1998
Name Age Year first elected a director
HENRY F. HENDERSON, JR. 66 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 Chairman of the Board of Governors of
the Club at the World Trade Center and a trustee of Stevens
Institute of Technology, New York Theological Seminary and
Paterson Economic Development Corporation and a member of the
World Trade Institute of the Port Authority of New York and New
Jersey and the Defense Orientation Conference Association.
9<PAGE>
Name Age Year first elected a director
JAMES R. LEVA 62 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 of the Board, Chief Executive
Officer and a director of Jersey Central Power & Light Company
(JCP&L), Metropolitan Edison Company (Met-Ed), Pennsylvania
Electric Company (Penelec); Chairman of the Board and a director
of GPU Nuclear Corporation; and Chairman and a director of Energy
Initiatives, Inc. (EI), and EI Power, Inc., 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, 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.
10<PAGE>
Name Age Year first elected a director
JOHN M. PIETRUSKI 62 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 and
McKesson Corporation. He is also a Regent of Concordia College.
CATHERINE A. REIN 52 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 New
York University Law Center Foundation.
Information concerning the other directors of the Corporation
whose terms do not expire at the Annual Meeting is as follows:
11<PAGE>
Class II Directors with
Terms Expiring in 1996
Name Age Year first elected a director
LOUIS J. APPELL, JR. 70 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 trustee of York College of
Pennsylvania.
DONALD J. BAINTON 63 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
Verpackungen GmbH, Ferembal, S.A., Lockwood, Kessler and
Bartlett, Inc., Plastics Containers, Inc., Continental Plastic
Containers, Inc., and Onena Bolsas de Espana, 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.
12<PAGE>
Name Age Year first elected a director
THEODORE H. BLACK 66 1988
Mr. Black is a director of Ingersoll-Rand Company, an industrial
machinery manufacturer, 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, McDermott International and Dresser-Rand
Company.
13<PAGE>
Class III Directors with
Terms Expiring in 1997
Name Age Year first elected a director
THOMAS B. HAGEN 59 1988
Mr. Hagen is Secretary of Commerce for the Commonwealth of
Pennsylvania. He is a director of the Erie Insurance Group -
property, casualty and life insurers - which he joined in 1953
and served as its Chairman and Chief Executive Officer from 1990
to 1993. He is a trustee of the Griffith Foundation for
Insurance Education and a trustee of Discovery Square, a regional
cultural and education center in Erie. He is a member and past
chairman of the Council of Fellows of Penn State - Erie, The
Behrend College and a member of the Board of Visitors of The
Behrend College School of Business. Mr. Hagen is First Vice
President of The Pennsylvania Society and a member of the Greater
Erie Bicentennial Commission.
14<PAGE>
Name Age Year first elected a director
PAUL R. ROEDEL 67 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 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 65 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-
Johnson Co., and a director of General Dynamics Corporation,
Louisiana Land & Exploration Company, Precision Components
15<PAGE>
Corporation and Lockheed Corporation. He is also a member of the
Board of Advisors of General Dynamics Corporation's Undersea
Warfare Center, a trustee of the U.S. Naval Academy Foundation
and Chairman of the Board of the Naval Submarine League.
Name Age Year first elected a director
PATRICIA K. WOOLF, Ph.D. 60 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 is a director of Cordis Corporation, Crompton and Knowles
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.
16<PAGE>
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 Finance Committee and the Personnel, Compensation
and Nominating 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
procedures relating to possible corporate expenditures for
political purposes.
17<PAGE>
The Chairman of the Audit Committee is Mr. Hagen. The other
members are Messrs. Appell, Henderson and Roedel and Ms. Rein.
During 1994, 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 and 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 Mr. Henderson. The other members are Messrs. Black,
Hagen and Trost and Dr. Woolf. During 1994, the Committee held
three meetings.
The Finance Committee assists the Board in fulfilling the
Board's fiduciary responsibilities relating to the financial
policies, plans and programs of the Corporation and its
subsidiaries.
The Committee reviews a range of financial policies and
plans including dividend policy, capital structure and credit
quality goals, financing plans, and the Corporation's capital and
operating budgets. Additionally, the Committee reviews the
investment policies, funding and investment results of the
Corporation's trusteed plans.
18<PAGE>
The Chairman of the Finance Committee is Mr. Pietruski. The
other members are Messrs. Bainton, Roedel and Trost and Dr.
Woolf. During 1994, the Committee held four meetings.
In 1994, the Personnel and Compensation Committee merged
with the Nominating Committee to form the Personnel, Compensation
and Nominating Committee. This 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 succession and executive
development, compensation and other benefit goals for the GPU
System companies.
The Personnel, Compensation and Nominating Committee also
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
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
19<PAGE>
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.
The Committee will also consider recommendations by
stockholders of candidates for director nominees. Recommendations
should be sent to the Secretary of the Corporation.
The Chairman of the Personnel, Compensation and Nominating
Committee is Ms. Rein. The other members are Messrs. Appell,
Bainton, Black, and Pietruski. During 1994, the Committee and
its predecessors held a total of eight meetings.
There were ten regular meetings and one organization meeting
of the Board during 1994. All directors attended at least 75% of
the aggregate of (i) the total number of 1994 meetings of the
Board and (ii) the total number of 1994 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, 1995, the
beneficial ownership of equity securities of GPU System companies
20<PAGE>
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.
21<PAGE>
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
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
22<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, 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.
23<PAGE>
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 graph on page 35; 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.
24<PAGE>
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.
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.
25<PAGE>
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 (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 attitudes
surveys (15%). Achievement of System-wide measures determines
the total dollars available for payments under this program.
26<PAGE>
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.
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
27<PAGE>
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 merging
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.
28<PAGE>
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.
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
29<PAGE>
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.
30<PAGE>
Personnel, Compensation and Nominating
Committee Members
Louis J. Appell, Jr.
Donald J. Bainton
Theodore H. Black
John M. Pietruski
Catherine A. Rein
31<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term 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 - - 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 48,099
General Public Utilities
Corporation
Ira H. Jolles 1994 327,750 - 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 22,512
General Public Utilities
Corporation
Philip R. Clark 1994 304,750 - 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 19,819
Robert L. Wise 1994 290,000 - - 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 22,578
Corporation
John G. Graham 1994 276,250 - - 39,841 29,582(7)
Senior Vice President 1993 261,250 59,000 - 41,850 40,740
and Chief Financial Officer, 1992 248,750 51,500 - 40,300 31,883
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 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
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).
32<PAGE>
(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 ($5,050), 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 ($8,949).
NOTE: The split-dollar life insurance amounts reported in the "All Other Compensation" column are equal to the present value
of the interest-free use of the current year Company paid premium to the projected date the premiums will be refunded to the
Company. Prior years' amounts have been restated.
</FN>
</TABLE>
33<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Estimated future payouts under
non-stock price based plans(1)
Performance
Number of or other
shares, period until
units or maturation Target
Name other rights or payout ($ or #)
James R. Leva 4,500 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
John G. Graham 1,525 5 years $ 36,028
______________________
(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
$26.25. Actual payments would be based on the market value of GPU
Common Stock at the time the restrictions lapse and may be different
from those indicated above.
34<PAGE>
[Tabular representation of Performance Graph is set forth below]
Comparison of Five Year Cumulative Total Return*
GPU, S&P 500 Index and S&P 24 Index
($)
Amount Invested
1/1/90 1990 1991 1992 1993 1994
GPU 100 102 129 139 167 149
S&P 500 100 97 126 136 150 152
S&P 24 100 103 134 141 159 138
S&P Utility 100 97 112 121 138 127
* Cumulative Total Return includes reinvestment of dividends on the
last day of the month in which paid.
35<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
upon retirement or death), he will receive from GPU System
36<PAGE>
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.
37<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 1995 (computed on a single life
annuity basis) to persons in specified salary and years of
service classifications:
38<PAGE>
<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 - $359,217; Clark - $272,992;
Wise - $235,871 and Graham - $247,517.
39<PAGE>
(2) Years of Creditable Service: Messrs. Leva - 43 years; Jolles
- 12 years; Clark - 18 years; Wise - 31 years; and Graham -
25 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% 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.
40<PAGE>
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
41<PAGE>
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
42<PAGE>
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<PAGE>
2. TO AMEND ARTICLE 5 OF THE ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED CAPITAL STOCK
The Board of Directors has proposed that Article 5 of the
Corporation's Articles of Incorporation be amended so as to
increase the number of authorized shares of Common Stock to 350
million shares, par value $2.50, from 150 million shares. The
text of the proposed amendment is set forth in Appendix A. On
March 13, 1995, there were [115,215,305] shares issued and
outstanding.
The Board believes that the increase in the number of
authorized but unissued shares is necessary to provide
flexibility to permit the Corporation to issue additional Common
Stock, if the Board determines that the issuance is in the best
interests of the Corporation, to meet future equity capital
requirements. The Corporation has obtained regulatory approval
to issue up to an additional 5 million shares of Common Stock
from time to time through 1997 to meet the GPU System's financing
and equity needs. The sale of these shares will depend upon
market conditions and other factors such as capital structure
needs and the cost of other forms of capital. In addition, the
Corporation periodically issues additional shares of Common Stock
under its Dividend Reinvestment and Stock Purchase Plan and
restricted stock plans for directors and employees. Although the
Board has no specific plans to issue Common Stock in excess of
that for which regulatory approval has already been obtained,
44<PAGE>
future growth of the GPU System may require the additional
issuance of Common Stock to finance possible future transactions
such as stock splits, stock dividends and other stock
distributions to shareholders and for employee stock plans. Such
future transactions may also include acquisitions and other
measures relating to takeover initiatives. The Corporation does
not, however, have any specific plans to issue or sell additional
shares of Common Stock for any of these purposes. The Board
believes that the flexibility to issue additional Common Stock
provided by the proposed amendment will enable the Corporation to
better take advantage of future business opportunities and
thereby enhance its long-term prospects.
The proposal to increase the number of authorized shares
could be construed as having an anti-takeover effect since
authorized but unissued shares would be available for issuance as
an appropriate response to an actual or threatened attempt to
acquire control of the Corporation or as a strategic measure to
deal with potential takeover activity. Article 9 of the
Corporation's Articles of Incorporation currently grants
stockholders preemptive rights to purchase additional shares of
Common Stock in certain limited circumstances as described in
Proposal 3 below. The Board of Directors has, however,
recommended that the stockholders approve an amendment to the
Articles of Incorporation to eliminate all preemptive rights.
45<PAGE>
If the proposed amendment to Article 5 is adopted, the
Corporation would be permitted to issue the authorized shares
without further stockholder approval, except to the extent
otherwise required by law or a securities exchange on which the
Common Stock is listed for trading. In addition, any future
issuance and sale of Common Stock by the Corporation would
require the prior authorization of the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935.
Adoption of the proposed amendment to Article 5 of the
Articles of Incorporation requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock
of the Corporation entitled to vote at the meeting.
The Board of Directors recommends that stockholders vote FOR
the proposed increase in the authorized Common Stock.
3. TO AMEND ARTICLE 9 OF THE ARTICLES OF INCORPORATION TO
ELIMINATE PREEMPTIVE RIGHTS OF STOCKHOLDERS
The Board of Directors has also approved for submission to
stockholders an amendment to Article 9 of the Articles of
Incorporation which would eliminate the limited preemptive rights
of stockholders to purchase additional shares of GPU Common
Stock. The text of the proposed amendment is set forth in
Appendix B. Pennsylvania law, under which the Corporation is
46<PAGE>
incorporated, provides that unless specifically provided in a
corporation's charter, shareholders are not entitled to
preemptive rights.
Article 9 of the Corporation's Articles of Incorporation now
provides shareholders with the right to purchase additional
shares of Common Stock in the event that the Corporation sells
Common Stock solely for money and other than (a) through a public
offering or to or through underwriters who agree to make a public
offering, (b) pursuant to a dividend reinvestment plan, (c) under
an employee stock ownership plan pursuant to the provisions of
the Tax Reduction Act of 1975, or (d) an offering or plan
authorized or approved by the shareholders. Under other
circumstances -- that is, private placements of Common Stock for
cash -- stockholders are granted preemptive rights to subscribe,
on a pro rata basis, for additional shares the Corporation
proposes to sell.
Preemptive rights originated at a time when corporations
were small, had relatively few stockholders and shares were not
widely traded and there was little opportunity to purchase
additional stock except when a corporation had a new issue.
These rights were thus intended to preserve a stockholder's
proportionate interest and voting rights, on no less favorable
terms, as the result of the issuance of additional shares.
47<PAGE>
The Board of Directors believes that preemptive rights, even
to the limited extent they now exist, are no longer a significant
benefit to the stockholders. The Board also believes that the
elimination of preemptive rights will give the Corporation
greater flexibility to finance its capital requirements. Conse-
quently, the Board believes that the advantages to the
Corporation in eliminating the limited preemptive rights which
will allow the Corporation to engage in private forms of
financing outweigh any benefits of preemptive rights to
stockholders.
Stockholders who desire to preserve or increase their
proportional interest in the Corporation's Common Stock may do so
through GPU's existing Dividend Reinvestment and Stock Purchase
Plan which allows stockholders who desire to do so to increase
their holdings of GPU Common Stock through periodic purchases of
additional shares at the market price, without payment of
brokerage commissions. Since that plan may be amended or
terminated at any time by action of the Board, however,
stockholders should not rely on the present existence of that
plan as a basis for their decision concerning the voting of their
shares in the proposed elimination of preemptive rights. In
addition, stockholders may, of course, purchase additional shares
on the open market. GPU has [115,215,305] shares outstanding and
listed for trading on the New York Stock Exchange.
48<PAGE>
The elimination of preemptive rights of the holders of the
Corporation's Common Stock, particularly in light of the proposal
to increase the amount of the Corporation's authorized Common
Stock, could be construed as having an anti-takeover effect
since, in the absence of preemptive rights, the Corporation would
be able to issue, subject to obtaining any necessary regulatory
approvals, a substantial number of shares of Common Stock for
cash to a third party, which might either facilitate or hinder a
proposed change in control.
Adoption of the proposed amendment to Article 9 of the
Articles of Incorporation requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock
of the Corporation entitled to vote at the meeting.
The Board of Directors recommends that stockholders vote FOR
the elimination of preemptive rights.
49<PAGE>
4. RATIFICATION OF SELECTION OF COOPERS & LYBRAND, L.L.P. AS
INDEPENDENT AUDITOR FOR THE YEAR 1995
The Board of Directors has selected the firm of Coopers &
Lybrand, L.L.P. ("C&L"), independent certified public
accountants, to audit the accounts of the Corporation for 1995.
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 1994 included an audit of
the consolidated financial statements of the Corporation and its
subsidiaries for the year ending December 31, 1994 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
50<PAGE>
required to be filed annually with that Commission by the
subsidiary companies. Also, C&L audited the 1994 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 1994 for services aggregated $1,350,000
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.
51<PAGE>
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.
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 $ , 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.
52<PAGE>
Deadline for Stockholder Proposals
If a stockholder wishes to submit a proposal for inclusion in the
Proxy Statement for the 1996 Annual Meeting of Stockholders, such
proposal must be received by the Corporation not later than
December 2, 1995.
March 31, 1995 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<PAGE>
APPENDIX A
Set forth below is the text of Article 5 of the
Corporation's Articles of Incorporation as proposed to be
amended.
"5. The amount of the capital stock of the Corporation
is to be $875,000,000, consisting of 350,000,000 shares
of common stock of the par value of $2.50 each."
54<PAGE>
APPENDIX B
Set forth below is the text of Article 9 of the
Corporation's Articles of Incorporation as proposed to be
amended.
"9. No holder of common stock of the Corporation shall
have, as such holder, any preemptive right to purchase
any common stock or other shares or securities of the
Corporation."
55<PAGE>
PRELIMINARY COPY
GENERAL PUBLIC UTILITIES CORPORATION
Proxy Solicited by the Board of Directors
for Annual Meeting to be held at 10:00 A.M. May 4, 1995
The Morris Museum
Six Normandy Heights Road
Morristown, New Jersey
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, 1995 (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, 2, 3, and 4).
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)
56<PAGE>
<TABLE>
___ Please mark
| X | your votes
|___| as this.
<CAPTION>
The Directors Recommend a Vote "FOR" Proposals 1, 2, 3 and 4:
CHECK HERE __
IF YOU PLAN TO |__|
ATTEND THE MEETING.
COMMON DIVIDEND REINVESTMENT SHARES
<S> <C>
1 - Election of four Class I Directors.
FOR all nominees listed on WITHHOLD AUTHORITY NOMINEES: Henderson, Leva,
the right (except as marked to vote for all nominees Pietruski and Rein
to the contrary on the right) listed on the right
__ __ (Instruction:
| | | | To withhold authority to
|__| |__| vote for any individual
nominee, print that
nominee's name in the space
2 - To amend Article 5 of the Articles of Incorporation to provided below.)
increase the authorized capital stock. ________________________
FOR AGAINST ABSTAIN Dated_________________1995
__ __ __ Signature__________________
| | | | | | Signature if held jointly
|__| |__| |__| _________________________
Please date and sign
In case of joint owners,
3 - To amend Article 9 of the Articles of Incorporation to EACH joint owner should
eliminate preemptive rights. sign. When signing
as attorney, executor,
FOR AGAINST ABSTAIN administrator, trustee,
__ __ __ guardian, corporate officer,
| | | | | | etc, give full title.
|__| |__| |__|
4 - Ratification of the selection of Coopers & Lybrand,
L.L.P. as auditor.
FOR AGAINST ABSTAIN
__ __ __
| | | | | |
|__| |__| |__|
</TABLE>
57<PAGE>
<TABLE>
___ Please mark
| X | your votes
|___| as this.
<CAPTION>
The Directors Recommend a Vote "FOR" Proposals 1, 2, 3 and 4:
CHECK HERE __
IF YOU PLAN TO |__|
ATTEND THE MEETING.
COMMON DIVIDEND REINVESTMENT SHARES
<S> <C>
1 - Election of four Class I Directors.
FOR all nominees listed on WITHHOLD AUTHORITY NOMINEES: Henderson, Leva,
the right (except as marked to vote for all nominees Pietruski and Rein
to the contrary on the right) listed on the right
__ __ (Instruction:
| | | | To withhold authority to
|__| |__| vote for any individual
nominee, print that
nominee's name in the space
2 - To amend Article 5 of the Articles of Incorporation to provided below.)
increase the authorized capital stock. ________________________
FOR AGAINST ABSTAIN Dated_________________1995
__ __ __ Signature_________________
| | | | | | Signature if held jointly
|__| |__| |__| _________________________
Please date and sign
In case of joint owners,
3 - To amend Article 9 of the Articles of Incorporation to EACH joint owner should
eliminate preemptive rights. sign. When signing
as attorney, executor,
FOR AGAINST ABSTAIN administrator, trustee,
__ __ __ guardian, corporate officer,
| | | | | | etc, give full title.
|__| |__| |__|
If you are planning to
attend the meeting, remember
4 - Ratification of the selection of Coopers & Lybrand, to obtain from the record
L.L.P. as auditor. holder a letter or other
evidence for your beneficial
FOR AGAINST ABSTAIN ownership of shares in GPU
__ __ __ to facilitate your
| | | | | | admittance to the meeting.
|__| |__| |__|
</TABLE>
58<PAGE>
