SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
X EXCHANGE ACT OF 1934.
- ---
For the fiscal year ended December 31, 1997
----------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
- ---
For the transition period from to
-------------- -----------
Commission file number 1-6047
PENNSYLVANIA ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
2800 Pottsville Pike
Reading, Pennsylvania 19640-0001
--------------------------------
(Full Title of the Plan and the Address of the Plan)
GPU, INC
300 Madison Avenue
Morristown, New Jersey 07962-1957
---------------------------------
(Name of Issuer of the securities held pursuant to the
Plan and address of its principal executive office)
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
INDEX OF FINANCIAL STATEMENTS
-------
Pages
Independent Auditor's Report 2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1997 and 1996 3
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1997 and 1996 4
Notes to Financial Statements 5-15
1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Administrative Committee of the
Pennsylvania Electric Company Employee
Savings Plan for Bargaining Unit Employees:
I have audited the accompanying statements of net assets available for plan
benefits of Pennsylvania Electric Company Employee Savings Plan for Bargaining
Unit Employees (the "Plan") as of December 31, 1997 and 1996, and the related
statements of changes in net assets available for plan benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. My responsibility is to express an opinion on these financial
statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for plan benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
105 North 22nd Street
Philadelphia, Pennsylvania
May 29, 1998
2
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
December 31, 1997 and 1996
-------
1997 1996
----------- -----------
Investments in GPU Companies
Master Savings Plan Trust
at fair value $77,517,000 $62,392,897
Participant loans receivable 1,255,809 1,181,252
----------- -----------
Net assets available for plan
benefits $78,772,809 $63,574,149
=========== ===========
The accompanying notes are an integral
part of the financial statements
3
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
for the years ended December 31, 1997 and 1996
-------
1997 1996
------------ ------------
Balances, beginning of year $ 63,574,149 $ 53,816,365
------------ ------------
Increases:
Contributions:
Employee 6,235,071 6,123,990
Employer 662,572 678,865
Interest on loans 95,350 81,776
Transfers from affiliated pension plans 558,204 407,023
Net investment gain in GPU
Companies Master Savings
Plan Trust 10,296,107 5,455,871
------------ ------------
17,847,304 12,747,525
------------ ------------
Decreases:
Distributions and
withdrawals 2,321,614 3,169,406
Transfers to/(from) affiliated
savings plans 327,030 (179,665)
------------ ------------
2,648,644 2,989,741
------------ ------------
Balances, end of year $ 78,772,809 $ 63,574,149
============ ============
The accompanying notes are an integral part of
the financial statements.
4
<PAGE>
PENNSYLVANIA ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
-------
1. General Description of the Plan:
--------------------------------
The following description of the Pennsylvania Electric Company Employee
Savings Plan for Bargaining Unit Employees ("Plan") provides only general
information on the provisions of the Plan in effect on December 31, 1997.
Participants should refer to the Benefits Handbook, Plan document, and
prospectus for a more complete description of the Plan's provisions.
General:
--------
The Plan is a defined contribution plan. In general, all bargaining
employees of Pennsylvania Electric Company ("Company") are eligible to
participate in the plan if he/she is employed on a full-time basis or if
the employee has completed at least 1,000 hours of service in a
consecutive twelve month period.
The Plan is intended to qualify as a cash or deferred profit sharing plan
under Sections 401(a) and 401(k) of the Internal Revenue Code. It is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). The Company generally absorbs all administrative costs of
the Plan, except for certain trust administration costs which are paid out
of plan assets held in the trust. A participant is eligible to transfer
his account to an affiliated savings plan upon a change in his employment
status.
The Plan contains additional employer contribution and employee savings
features. Participants may "rollover" distributions received from other
qualified plans to the Savings Plan.
During the year, the Companies approved a change in the Plan's trustee
from Fidelity Investments to State Street Bank and Trust Company. As of
December 31, 1997, this change had not been implemented.
Continued
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
--------------------------------
Contributions:
--------------
The Plan provides two contribution options to a participant. Subject to
certain limitations set forth in the Plan, the participant may elect (1)
to have his base compensation reduced by an amount equal to any whole
percentage (before-tax 401(k) contributions) which is contributed on
behalf of the employee by the Company; and/or (2) to contribute by payroll
deduction any whole percentage of base compensation (after-tax).
Matching Program:
-----------------
The Company provides a matching contribution to the Plan, on behalf of
each participant, in an amount equal to 25% of a participant's aggregate
contributions up to 4% of the participant's base salary.
Investment Funds:
-----------------
Participants may elect to have their Plan accounts invested in one or more
of the following eleven investment options:
- Units of interest in an "Interest Income Fund", managed by Fidelity
Management Trust Company, the assets of which are invested primarily in
contracts issued by insurance companies, banks or other financial
institutions, and which has the objective of obtaining a relatively
stable level of current income consistent with the preservation of
capital and a high degree of liquidity.
- Shares of the Fidelity Intermediate Bond Fund, a mutual fund, to which
Fidelity Management Trust Company serves as investment advisor, and
which has the primary objective of obtaining the highest level of
income consistent with the preservation of capital and generation of
income.
- Shares of the Fidelity Puritan Fund, a mutual fund, to which Fidelity
Management Trust Company serves as investment advisor, and which has
the primary objective of providing a balance between capital
appreciation, preservation of capital and generation of income.
Continued
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
--------------------------------
Investment Funds, continued:
-----------------
- Shares of the Fidelity Retirement Growth Fund, a mutual fund, to which
Fidelity Management Trust Company serves as investment advisor, and
which has the primary objective of providing the opportunity for
significant capital appreciation.
- Shares of GPU, Inc. ("GPU") stock fund.
- Shares of the Fidelity U.S. Equity Index Commingled Pool Fund ("S&P 500
Index Fund"), a commingled pool, to which Fidelity Management Trust
Company serves as investment advisor, and which has the primary
objective of providing investment results that correspond to the total
return of the Standard & Poor's Index, a U.S. Equity Index made up of
500 equity securities (stocks).
- Shares of the Fidelity OTC Portfolio Fund, a mutual fund, to which
Fidelity Management Trust Company serves as investment advisor, and
which has the primary objective of seeking long-term captial
appreciation by investing in securities that are traded in the
over-the-counter (OTC) securities market.
- Shares of the Fidelity Overseas Fund, a mutual fund, to which Fidelity
Management Trust Company serves as investment advisor, and which has
the primary objective of seeking long-term capital appreciation,
primarily through investments in foreign securities.
- Shares of the Fidelity Asset Manager: Income Fund, a mutual fund, to
which Fidelity Management Trust Company serves as investment advisor,
and which has the primary objective of investing in domestic and
foreign bonds (including emerging markets) and short term instruments
for income, but allows for some investment in stocks for their
potential to grow and keep pace with inflation.
Continued
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
--------------------------------
Investment Funds, continued:
-----------------
- Shares of the Fidelity Asset Manager Fund, a mutual fund, to which
Fidelity Management Trust Company serves as investment advisor, and
which has the primary objective of seeking a high total return with
reduced risk over the long term. Asset Manager invests in stocks, bonds
and short term instruments, both domestic and foreign.
- Shares of the Fidelity Asset Manager: Growth Fund, a mutual fund, to
which Fidelity Management Trust Company serves as investment advisor,
and which has the primary objective of investing in domestic and
foreign stocks (including emerging markets), and bonds for growth and
income, but also allows for some investment in short-term instruments.
Employee Participation in the Plan:
The number of participating employees with account balances invested in
each investment option at December 31, 1997 and 1996 was as follows:
1997 1996
---- ----
Interest Income Fund 922 945
Fidelity Intermediate Bond Fund 231 241
Fidelity Puritan Fund 990 944
Fidelity Retirement Growth Fund 954 979
GPU Stock Fund 270 274
Fidelity U.S. Equity Index Fund 246 147
Fidelity OTC Portfolio Fund 323 234
Fidelity Overseas Fund 165 94
Fidelity Asset Manager Income Fund 22 17
Fidelity Asset Manager Fund 57 41
Fidelity Asset Manager Growth Fund 96 48
The total number of participants in the Plan at December 31, 1997 and 1996
was 1,893 and 1,886, respectively, which was less than the sum of the
number of participants shown in the schedule above because many
participants were participating in more than one option.
Continued
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
--------------------------------
Participant Accounts:
---------------------
Each participant's account is credited with the participant's own
contributions and with the matching contributions, made by the Company
with respect to the participant's contributions. Each account maintained
for a participant also reflects the number of shares of each mutual fund,
the number of shares of GPU Stock, and number of units of interest in the
Interest Income Fund, in which the balance of that account is invested.
All income, gain or loss attributable to the investment of the balance of
any account maintained for a participant is credited or charged to that
account.
Vesting:
--------
Participants are 100% vested at all times in their Plan accounts.
Distributions and Withdrawals:
------------------------------
A participant's Plan account balances become distributable upon
termination of the participant's employment. Distributions of account
balances in excess of $3,500 may be deferred, at the participant's
election up to age 70 1/2. If distribution of a participant's account
balance has not otherwise begun, it must begin by April 1st following the
year in which the participant attained age 70 1/2. Distributions generally
are in the form of a single lump sum payment. The Plan permits withdrawals
of account balances in the event of financial hardship or disability as
defined in the Plan. A complete description of the Plan's terms and
conditions for distributions and withdrawals can be found in the Plan
document.
Continued
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
--------------------------------
Loans to Participants:
----------------------
The Plan provides that loans may be made to a participant from the
participant's account balance subject to certain conditions. The minimum
amount of each loan is $1,000 with the maximum being $50,000, or certain
lesser amounts as described in the Plan. Interest on the loan is credited
to the participant's account. The rate is determined periodically by the
Administrative Committee, based on current commercial rates. The interest
rates for loans in excess of four years and ten months were 7.82% and
8.75%, and the interest rates for loans four years and ten months or less
were 7.87% and 9.75% at December 31, 1997 and 1996, respectively.
Plan Termination:
-----------------
The Company reserves the right at any time to modify, suspend, amend or
terminate the Plan. However, the Company cannot do so in such a manner
that would cause or permit any part of the Plan's assets to be used for or
diverted to purposes other than for the exclusive benefit of participants
or their beneficiaries.
2. Summary of Significant Accounting Policies:
-------------------------------------------
Valuation of Investments:
-------------------------
The amounts shown herein as the investment in the GPU Companies Master
Savings Plan Trust reflect the fair value of the assets held in such Trust
and the Plan's relative interest in the Trust. The Plan's participation is
measured at its value at the beginning of the valuation period plus net
external cash flow (contributions, distributions, etc.) experienced by the
Plan during the valuation period. Investment income, net realized gain
(loss) on investments and net unrealized appreciation (depreciation) of
investments are allocated to each participating plan based upon its
accumulated monthly balance for each investment option (see Note 3).
Continued
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
2. Summary of Significant Accounting Policies, continued
-------------------------------------------
The net investment gain from the GPU Companies Master Savings Plan Trust
which is presented in the Statement of Changes in Net Assets Available for
Plan Benefits, consists of interest and dividend income and the net
appreciation (depreciation) in the fair value of investments, which
consists of realized gains or losses and the unrealized appreciation
(depreciation) on those investments in the GPU System Companies Master
Savings Plan Trust.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Reclassifications
-----------------
Certain prior year amounts have been reclassified to conform to fiscal
1997 presentation. These changes had no impact on previously reported net
assets.
3. Investments:
------------
The investments reflected in the December 31, 1997 and 1996 Statement of
Net Assets Available for Plan Benefits represent the Plan's 10.57% and
10.10% share of total investments held in the GPU Companies Master Savings
Plan Trust, respectively, at December 31, 1997 and 1996.
At December 31, 1997 and 1996, the total investments held in the GPU
Companies Master Savings Plan Trust are summarized as follows:
Continued
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------------------------
3. Investments, continued
------------
1997 1996
------------ ------------
Fair Value Fair Value
---------- ----------
Fidelity Retirement Growth Fund $187,944,826* $170,592,916*
Fidelity Puritan Fund 213,000,893* 172,763,691*
Fidelity Intermediate Bond Fund 24,702,804 24,489,489
Interest Income Fund:
Life of Virginia 5,799,471 5,464,498
Canada Life 6,257,685 6,256,728
Peoples Security Life 9,831,298 15,317,929
Combined Insurance 3,248,781 3,045,923
AIG Life ABS & MBS 10,358,989 19,938,474
First Allmerica 9,751,588 9,289,352
Connecticut General 7,207,730 16,684,615
Confederation Life Insurance Co. -0- 4,966,734
Fidelity STIF 7,790,628 20,070,171
Life Insurance of Georgia 8,155,428 8,153,122
Continental Assurance -0- 6,269,284
John Hancock Mutual Life Ins. Co. 5,324,135 -0-
New York Life 4,256,998 -0-
Bankers Trust 9,719,902 9,581,244
Prudential Insurance Co. 6,807,252 6,402,256
Ohio National 6,295,852 -0-
Sun Life of Canada 18,516,504 17,417,301
Protective Life 7,466,054 7,018,846
Principal Mutual 3,652,331 3,412,382
Sunamerica Life Insurance 4,847,377 9,039,399
United of Omaha 6,092,465 6,092,379
Chase Manhattan - ABS 10,032,286 -0-
Deutsche Bank 4,012,261 -0-
State Street 2,955,456 -0-
CDC Capital 4,004,470 -0-
Transamerica Occidental` 4,994,847 -0-
Union Bank of Switzerland 3,265,918 -0-
GPU Stock Fund 23,974,703 19,603,697
U S Equity Index Fund 42,325,839* 15,918,255
Fidelity OTC Port. Fund 39,107,662* 24,964,812
Fidelity Overseas Fund 12,710,057 7,383,853
Fidelity Asset Man.-Income Fund 1,803,399 714,957
Fidelity Asset Mgr. Fund 5,002,929 2,944,880
Fidelity Asset Man.-Growth Fund 12,250,177 4,430,209
------------ ------------
Total investments at fair value $733,468,995 $618,227,396
============ ============
Total investments at cost $692,066,105 $601,290,770
============ ============
* These investments represent 5% or more of the net assets available for
benefits.
Continued
12
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS, Continued
--------------------------------------------
3. Investments, Continued:
------------
Based on participant investment options at December 31, 1997 and 1996, the
Plan's investments were allocated as follows:
1997 1996
---- ----
Fidelity Retirement Growth Fund 26.0% 28.0%
Fidelity Puritan Fund 27.5% 25.0%
Fidelity Intermediate Bond Fund 3.0% 3.0%
Interest Income Fund 25.5% 30.0%
GPU Stock 4.0% 4.0%
OTC Portfolio Fund 5.0% 5.0%
Overseas Fund 2.0% 1.0%
Asset Manager - Income Fund - ** - **
Asset Manager Fund 1.0% 1.0%
Asset Manager Growth Fund 1.5% 1.0%
Fidelity US Equity Index Fund 4.5% 2.0%
** Investment option represents less than 0.5% of the total investments.
For the years ended December 31, 1997 and 1996, the changes in the accounts of
the GPU Companies Master Savings Plan Trust, respectively, are summarized as
follows:
<TABLE>
<CAPTION>
Fidelity Fidelity
Retirement Fidelity Intermediate Interest OTC
Growth Fund Puritan Fund Bond Fund Income Fund GPU Stock Port. Fund
----------- ------------ --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, December 31, 1995 $162,014,335 $152,173,577 $25,474,677 $170,029,247 $17,210,880 $10,444,313
----------- ----------- ---------- ----------- ---------- ----------
Increases:
Employee contributions 14,806,796 12,869,644 2,217,575 12,112,080 1,946,760 1,901,808
Employer contributions 4,179,647 3,893,401 731,210 3,408,719 544,652 521,128
Transfers from affiliated pension plans 103,234 194,668 34,599 334,108 31,601 10,157
Transfers between investment funds (11,851,730) (4,517,535) (2,872,000) (1,620,447) (149,725) 9,168,073
Interest on loans 315,705 259,505 46,114 267,447 43,416 43,329
Net investment gain 13,581,109 23,216,987 886,358 10,592,465 971,320 3,638,616
----------- ----------- ---------- ----------- ---------- ----------
21,134,761 35,916,670 1,043,856 25,094,372 3,388,024 15,283,111
----------- ----------- ---------- ----------- ---------- ----------
Decreases:
Distributions and withdrawals 12,556,180 15,326,556 2,029,044 20,702,982 995,207 762,612
----------- ----------- ---------- ----------- ---------- ----------
Investments, December 31, 1996 $170,592,916 $172,763,691 $24,489,489 $174,420,637 $19,603,697 $24,964,812
=========== =========== ========== =========== ========== ==========
Increases:
Employee contributions 11,535,562 10,786,762 1,541,235 8,892,142 1,553,983 3,049,017
Employer contributions 3,402,725 3,429,961 551,828 2,670,995 453,630 845,131
Transfers from affiliated pension plans 1,737,001 1,740,135 255,273 4,375,189 188,678 622,039
Transfers between investment funds (17,811,426) (1,315,832) (2,257,784) (11,440,929) (2,181,242) 8,330,752
Interest on loans 276,249 237,508 32,495 225,043 41,342 64,085
Net investment gain 29,586,890 38,564,647 1,779,609 11,260,426 5,935,767 2,791,373
----------- ----------- ---------- ----------- ---------- ----------
28,727,001 53,443,181 1,902,656 15,982,866 5,992,158 15,702,397
----------- ----------- ---------- ----------- ---------- ----------
Decreases:
Distributions and withdrawals 11,375,091 13,205,979 1,689,341 19,757,797 1,621,152 1,559,547
----------- ----------- ---------- ----------- ---------- ----------
Investments, December 31, 1997 $187,944,826 $213,000,893 $24,702,804 $170,645,706 $23,974,703 $39,107,662
=========== =========== ========== =========== ========== ==========
</TABLE>
13a
<PAGE>
<TABLE>
NOTES TO THE FINANCIAL STATEMENTS, Continued
--------------------------------------------
<CAPTION>
Fidelity
Overseas Asset Manager Asset Manager Asset Manager US Equity
Fund Fund Growth Fund Income Fund Index Fund Total
---- ---- ----------- ----------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Investments, December 31, 1995 $ 3,802,894 $1,760,779 $ 2,026,570 $ 393,831 $ 6,110,598 $551,441,701
---------- --------- ---------- --------- ---------- -----------
Increases:
Employee contributions 794,586 253,412 483,951 78,621 1,330,991 48,796,224
Employer contributions 217,945 79,128 143,651 28,285 413,680 14,161,446
Transfers from affiliated pension plans 0 11,674 0 0 10,231 730,272
Transfers between investment funds 2,344,469 880,123 1,544,711 188,921 6,885,140 0
Interest on loans 20,089 3,259 10,091 1,643 14,307 1,024,905
Net investment gain 725,000 289,629 490,163 39,119 2,224,677 56,655,443
---------- --------- ---------- --------- ---------- -----------
4,102,089 1,517,225 2,672,567 336,589 10,879,026 121,368,290
---------- --------- ---------- --------- ---------- -----------
Decreases:
Distributions and withdrawals 521,130 333,124 268,928 15,463 1,071,369 54,582,595
---------- --------- ---------- --------- ---------- -----------
Investments, December 31, 1996 $ 7,383,853 $2,944,880 $ 4,430,209 $ 714,957 $15,918,255 $618,227,396
========== ========= ========== ========= ========== ===========
Increases:
Employee contributions 1,126,521 321,601 877,774 127,029 2,527,329 42,338,955
Employer contributions 318,430 110,872 269,950 44,294 784,046 12,881,862
Transfers from affiliated pension plans 273,328 146,239 175,504 38,728 405,177 9,957,291
Transfers between investment funds 3,318,075 1,199,905 4,639,362 858,401 16,660,718 0
Interest on loans 23,168 4,057 18,703 2,770 42,599 968,019
Net investment gain 895,221 843,080 2,037,485 152,886 8,062,850 101,910,234
---------- --------- ---------- --------- ---------- -----------
5,954,743 2,625,754 8,018,778 1,224,108 28,482,719 168,056,361
---------- --------- ---------- --------- ---------- -----------
Decreases:
Distributions and withdrawals 628,539 567,705 198,810 135,666 2,075,135 52,814,762
---------- --------- ---------- --------- ---------- -----------
Investments, December 31, 1997 $12,710,057 $5,002,929 $12,250,177 $1,803,399 $42,325,839 $733,468,995
========== ========= ========== ========= ========== ===========
</TABLE>
13b
<PAGE>
<TABLE>
NOTES TO THE FINANCIAL STATEMENTS, Continued
--------------------------------------------
<FN>
3. Investments, Continued:
-----------
The net investment gain in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1997 was as follows:
</FN>
<CAPTION>
Fidelity Fidelity
Retirement Fidelity Intermediate Interest OTC
Growth Fund Puritan Fund Bond Fund Income Fund GPU Stock Port. Fund
----------- ------------ --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Dividends $32,367,031 $16,944,385 $1,558,632 $ 0 $1,092,416 $2,671,877
Interest income 0 0 0 11,260,426 0 0
Net appreciation (depreciation)
in fair value of investments (2,780,141) 21,620,262 220,977 0 4,843,351 119,496
---------- ---------- --------- ---------- --------- ---------
Net investment gains $29,586,890 $38,564,647 $1,779,609 $11,260,426 $5,935,767 $2,791,373
========== ========== ========= ========== ========= =========
<FN>
The net investment gain in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1996 was as follows:
</FN>
<CAPTION>
Fidelity Fidelity
Retirement Fidelity Intermediate Interest OTC
Growth Fund Puritan Fund Bond Fund Income Fund GPU Stock Port. Fund
----------- ------------ --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Dividends $21,088,711 $20,110,484 $1,688,989 $ 0 $1,081,702 $2,597,871
Interest income 0 0 0 10,592,465 0 0
Net appreciation (depreciation)
in fair value of investments (7,507,602) 3,106,503 (802,631) 0 (110,382) 1,040,745
---------- ---------- --------- ---------- --------- ---------
Net investment gains $13,581,109 $23,216,987 $ 886,358 $10,592,465 $ 971,320 $3,638,616
========== ========== ========= ========== ========= =========
<FN>
The net investment gains in the GPU Companies Master Savings Plan Trust are
carried at fair market value. Fair market value of assets held by the Trust are
determined as follows:
Stocks and bonds are valued at their closing market prices on the last
business day of the year. Short-term group trust funds (investment
through the custodian bank) and insurance contracts are valued at cost
plus accrued interest which approximates market.
</FN>
</TABLE>
14a
<PAGE>
<TABLE>
NOTES TO THE FINANCIAL STATEMENTS, Continued
--------------------------------------------
<FN>
3. Investments, Continued:
----------------------
The net investment gain in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1997 was as follows:
</FN>
<CAPTION>
Fidelity
Overseas Asset Manager Asset Manager Asset Manager US Equity
Fund Income Fund Fund Growth Fund Index Fund Total
---- ----------- ---- ----------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Dividends $ 627,790 $ 108,071 $ 444,772 $ 1,277,646 $ 0 $ 57,092,620
Interest income 0 0 0 0 0 11,260,426
Net appreciation (depreciation)
in fair value of investments 267,431 44,815 398,308 759,839 8,062,850 33,557,188
---------- ---------- --------- ---------- --------- -----------
Net investment gains $ 895,221 $ 152,886 $ 843,080 $ 2,037,485 $8,062,850 $101,910,234
========== ========== ========= ========== ========= ===========
<FN>
The net investment gain in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1996 was as follows:
</FN>
<CAPTION>
Fidelity
Overseas Asset Manager Asset Manager Asset Manager US Equity
Fund Income Fund Fund Growth Fund Index Fund Total
---- ----------- ---- ----------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Dividends $ 449,059 $ 38,638 $ 219,829 $ 328,373 $ 0 $ 47,603,656
Interest income 0 0 0 0 0 10,592,465
Net appreciation (depreciation)
in fair value of investments 275,941 481 69,800 161,790 2,224,677 (1,540,678)
---------- ---------- --------- ---------- --------- -----------
Net investment gains $ 725,000 $ 39,119 $ 289,629 $ 490,163 $2,224,677 $ 56,655,443
========== ========== ========= ========== ========= ===========
<FN>
The net investment gains in the GPU Companies Master Savings Plan Trust are
carried at fair market value. Fair market value of assets held by the Trust are
determined as follows:
Stocks and bonds are valued at their closing market prices on the last
business day of the year. Short-term group trust funds (investment
through the custodian bank) and insurance contracts are valued at cost
plus accrued interest which approximates market.
</FN>
</TABLE>
14b
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
4. Party-In-Interest Transactions
------------------------------
Certain Plan investments are shares of mutual fund managed by Fidelity
Investments. Fidelity Investments is the trustee as defined by the Plan,
and, therefore, these transactions qualify as party-in-interest.
5. Tax Status
----------
The Plan obtained its latest determination letter on July 24, 1997, in
which the Internal Revenue Service stated that the plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code.
15
<PAGE>
GPU, INC.
PENNSYLVANIA ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
Signature Page 2
Consent of Independent Accountant Exhibit 23
Report on Audits of Financial Statements Exhibit 28
for the Years Ended December 31, 1997
and 1996
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
GPU, INC.
Pennsylvania Electric Company
Employee Savings Plan for
Bargaining Unit Employees
Date: June 29, 1998 By: /s/ F.A. Donofrio
-----------------
F. A. Donofrio
Chairman
Administrative Committee
2
EXHIBIT INDEX
GPU, INC.
PENNSYLVANIA ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
Consent of Independent Accountant Exhibit 23
Report on Audits of Financial Statements Exhibit 28
for the Years Ended December 31, 1997
and 1996
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANT
I consent to the incorporation by references in the registration statement
of GPU, Inc. on Forms S-8 (File No. 33-32328) of my report dated May 29, 1998 on
my audit of the financial statements of the Pennsylvania Electric Company
Employee Savings Plan for Bargaining Unit Employees as of December 31, 1997 and
1996 and for the years then ended, which report is
included in this Annual Report on Form 11-K.
John Milligan, CPA
105 N. 22nd Street, 2nd Floor
Philadelphia, Pennsylvania
June 24, 1998
Exhibit 28
PENNSYLVANIA ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES
REPORT ON AUDITS OF FINANCIAL STATEMENTS
for the years ended
December 31, 1997 and 1996
