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
GPU COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
(Full Title 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>
GPU COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING 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
GPU Companies Employee
Savings Plan for Nonbargaining Employees:
I have audited the accompanying statements of net assets available for plan
benefits of GPU Companies Employee Savings Plan for Nonbargaining 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>
GPU COMPANIES EMPLOYEE
SAVINGS PLAN FOR NONBARGAINING 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 $494,682,719 $427,017,047
Participant loans receivable 8,114,382 9,084,696
----------- -----------
Net assets available for plan
benefits $502,797,101 $436,101,743
=========== ===========
The accompanying notes are an integral part of the
financial statements.
3
<PAGE>
GPU COMPANIES EMPLOYEE
SAVINGS PLAN FOR NONBARGAINING 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 $436,101,743 $393,147,438
----------- -----------
Increases:
Contributions:
Employee 18,863,575 21,268,525
Employer 9,558,159 10,697,123
Transfers from affiliated
pension plans 4,568,991 979,277
Transfers (to)/from affiliated
savings plans 789,294 (102,974)
Interest on loans 593,504 690,815
Net investment gain in
GPU Companies
Master Savings Plan Trust 69,966,986 39,658,262
----------- -----------
104,340,509 73,191,028
----------- -----------
Decreases:
Distributions and withdrawals 37,645,151 30,236,723
----------- -----------
Balances, end of year $502,797,101 $436,101,743
=========== ===========
The accompanying notes are an integral part of the
financial statements.
4
<PAGE>
GPU COMPANIES EMPLOYEE
SAVINGS PLAN FOR NONBARGAINING EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
-------
1. General Description of the Plan:
--------------------------------
The following description of the GPU Companies Employee Savings Plan for
Nonbargaining 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 nonbargaining
employees of GPU Companies ("Companies") 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 Companies generally absorb all administrative
costs of the Plan, except for certain trust administration costs which
are paid out of plan assets held in the trust. A participant is eligible
to transfer his account to an affiliated savings plan upon a change in
his employment status.
The Plan contains additional employer contributions and employee savings
features. Participants 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.
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-
Continued
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
-------------------------------
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 Companies provide a matching contribution to the Plan, on behalf of
each participant, in an amount up to 100% of a participant's aggregate
contributions up to 4% of the participant's base salary.
Investment Funds:
-----------------
Participants may elect to have their Plan accounts invested in one or
more of the following 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
over the long term.
- 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 obtaining a balance between
capital appreciation, preservation of capital and generation of
income.
- 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.
Continued
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
-------------------------------
- Shares of the Fidelity U.S. Equity Index Commingled Pool Fund
("Fidelity S&P 500 Index Fund"), a commingled pool, to which
Fidelity Management Trust Company serves as investment advisor, and
which has the primary objective of providing investment results
that correspond to the total return of the Standard & Poor's Index,
a U.S. equity index made up of 500 equity securities (stocks).
- 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 also allows for some investment in
stocks for their potential to grow and keep pace with inflation.
- 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.
Continued
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
--------------------------------
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 2,946 3,221
Fidelity Intermediate Bond Fund 1,167 1,294
Fidelity Puritan Fund 3,474 3,533
Fidelity Retirement Growth Fund 3,102 3,294
GPU Stock Fund 1,115 1,166
Fidelity U.S. Equity Index Fund 1,206 727
Fidelity OTC Portfolio Fund 1,269 875
Fidelity Overseas Fund 727 469
Fidelity Asset Manager Income Fund 133 68
Fidelity Asset Manager Fund 213 125
Fidelity Asset Manager Growth Fund 509 240
The total number of participants in the Plan at December 31, 1997 and
1996 was 6,027 and 5,907, respectively, which was less than the sum of
the number of participants shown in the schedule above because many
participants were participating in more than one option.
Participant Accounts:
---------------------
Each participant's account is credited with the participant's own
contributions and with the matching contributions made by the Company
with respect to the participant's contributions. Each account maintained
for a participant also reflects the number of shares of each mutual
fund, the number of shares of GPU stock, and the number of units of
interest in the Interest Income Fund, in which the balance of that
account is invested. All income, gain or loss attributable to the
investment of the balance of any account maintained for a participant is
credited or charged to that account.
Vesting:
--------
Participants are 100% vested at all times in their Plan accounts.
Continued
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. General Description of the Plan, continued:
-------------------------------
Distributions and Withdrawals:
------------------------------
A participant's Plan account balances become distributable upon
termination of the participant's employment for any reason.
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 has not otherwise begun, it must begin by April
1st following the year in which the participant attained age 70 1/2.
Distributions generally are in the form of a single lump sum payment.
The Plan permits withdrawals of account balances in the event of
financial hardship or disability as defined in the Plan. A complete
description of the Plan's terms and conditions for employee
distributions and withdrawals can be found in the Plan document.
Loans to Participants:
----------------------
The Plan provides that loans may be made to a participant from the
participant's account balance subject to certain conditions. The minimum
amount of each loan is $1,000 with the maximum being $50,000, or certain
lesser amounts as described in the Plan. Interest on the loan is
credited to the participant's account. The rate is determined
periodically by the Administrative Committee, based on current
commercial rates. The interest rates for loans in excess of 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 GPU Companies reserve the right at any time to modify, suspend,
amend or terminate the Plan. However, the GPU Companies 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.
Continued
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
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
Trusts and the Plan's relative interest in the Trusts. 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).
Valuation of Investments:
-------------------------
The net investment gain from the GPU Companies Master Savings Plan Trust
for the years ended December 31, 1997 and 1996, respectively, which is
presented in the Statement of Changes in Net Assets Available for Plan
Benefits, consists of interest and dividend income and the net
appreciation (depreciation) in the fair value of investments, which
consists of realized gains or losses and the unrealized appreciation
(depreciation) on those investments in the GPU System Companies Master
Savings Plan Trust.
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.
Continued
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
3. Investments:
-----------
The investments reflected in the December 31, 1997 and 1996 Statements
of Net Assets Available for Plan Benefits represent the Plan's 67.44%
and 69.07% share, respectively, of total investments held in the GPU
Companies Master Savings Plan Trust 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:
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
Insurance 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-
Continued
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
3. Investments, Continued:
-----------
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 24.0% 26.0%
Fidelity Puritan Fund 30.0% 29.0%
Fidelity Intermediate Bond Fund 4.0% 4.5%
Interest Income Fund 22.0% 28.0%
GPU Stock 3.0% 3.0%
OTC Portfolio Fund 6.0% 4.0%
Overseas Fund 2.0% 1.0%
Asset Manager - Income Fund - ** - **
Asset Manager Fund 1.0% 0.5%
Asset Manager Growth Fund 2.0% 1.0%
Fidelity US Equity Index Fund 6.0% 3.0%
** 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 funds 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 February 19, 1998,
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.
Continued
15
<PAGE>
GPU COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING 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 COMPANIES
Employee Savings Plan for
Nonbargaining Employees
Date: June 29, 1998 By: /s/ F.A. Donofrio
-----------------
F. A. Donofrio
Chairman
Administrative Committee
2
EXHIBIT INDEX
GPU COMPANIES
EMPLOYEE SAVINGS PLAN FOR NONBARGAINING 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 Nos. 33-32325 and 33-51035) of my
report dated May 29, 1998 on my audit of the financial statements of the GPU
Companies Employee Savings Plan for Nonbargaining 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
GPU COMPANIES
EMPLOYEE SAVINGS PLAN FOR
NONBARGAINING EMPLOYEES
REPORT ON AUDITS OF FINANCIAL STATEMENTS
for the years ended
December 31, 1997 and 1996
