GPU INC /PA/
11-K, 1999-06-30
ELECTRIC SERVICES
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                        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, 1998
                                   --------------------------------

                                       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
           EMPLOYEES REPRESENTED BY IBEW LOCAL 459 AND UWUA LOCAL 180
                     (FORMALLY 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>




                GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR EMPLOYEES
                REPRESENTED BY IBEW LOCAL 459 AND UWUA LOCAL 180

                                      INDEX
                                     -------


                                                                     Pages

Independent Auditor's Report                                           1


Financial Statements:
  Statements of Net Assets Available for Plan
      Benefits as of December 31, 1998 and 1997                         2

  Statements of Changes in Net Assets Available
      for Plan Benefits for the years ended
      December 31, 1998 and 1997                                       3

  Notes to Financial Statements                                      4-13



<PAGE>






                          INDEPENDENT AUDITOR'S REPORT




To the Administrative Committee of the
GPU Companies Employee Savings Plan for
Employees Represented by IBEW Local 459
And UWUA Local 180:

I have audited the  accompanying  statements  of net assets  available  for plan
benefits of GPU Companies  Employee  Savings Plan for Employees  Represented  by
IBEW Local 459 and UWUA Local 180 (the "Plan") as of December 31, 1998 and 1997,
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, 1998 and 1997, 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 28, 1999



                                        1



<PAGE>





                GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR EMPLOYEES
                REPRESENTED BY IBEW LOCAL 459 AND UWUA LOCAL 180

                            STATEMENTS OF NET ASSETS
                           AVAILABLE FOR PLAN BENEFITS

                           December 31, 1998 and 1997
                                     -------



                                              1998                     1997
                                              ----                     ----

Investments in GPU Companies
        Master Savings Plan Trust
        at fair value                     $100,612,554             $77,517,000

Participant loans receivable                 1,306,943               1,255,809
                                           -----------              ----------

Net assets available for plan
        benefits                          $101,919,497             $78,772,809
                                           ===========              ==========





                     The accompanying notes are an integral
                        part of the financial statements.

                                        2



<PAGE>








                GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR EMPLOYEES
                REPRESENTED BY IBEW LOCAL 459 AND UWUA LOCAL 180

                       STATEMENTS OF CHANGES IN NET ASSETS
                           AVAILABLE FOR PLAN BENEFITS

                 for the years ended December 31, 1998 and 1997
                                     -------



                                              1998                   1997
                                              ----                   ----

Balances, beginning of year                 $78,772,809           $63,574,149
                                            -----------           -----------

Increases:
    Contributions:
        Employee                              6,768,408             6,235,071
        Employer                              1,048,401               662,572
        Rollovers                                 3,027               175,922
Interest on loans                               100,795                95,350

    Transfers from affiliated
        pension plans                         4,588,529               382,282
    Net investment gain in GPU
     Companies Master Savings
     Plan Trust                              15,784,551            10,296,107
                                            -----------           -----------

                                             28,293,711            17,847,304
                                            -----------           -----------

Decreases:
  Distributions and
      withdrawals                             5,147,091             2,321,614

  Transfers to/(from) affiliated
      savings plans                                 (68)              327,030
                                            ------------           ----------

                                           $  5,147,023           $ 2,648,644
                                            -----------            ----------

Balances, end of year                      $101,919,497           $78,772,809
                                            ===========            ==========




                     The accompanying notes are an integral
                        part of the financial statements.

                                        3


<PAGE>


                GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR EMPLOYEES
                REPRESENTED BY IBEW LOCAL 459 AND UWUA LOCAL 180

                          NOTES TO FINANCIAL STATEMENTS
                                     -------

1.       General Description of the Plan:

         The following  description of the GPU Companies  Employee  Savings Plan
         for  Employees  Represented  by IBEW  Local  459 and  UWUA  Local  180,
         formerly Pennsylvania Electric Company,  ("Plan") provides only general
         information  on the  provisions  of the Plan in effect on December  31,
         1998.   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  employees
         represented  by IBEW  Local  459 and UWUA  Local  180  ("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).  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.

         Effective  October 1, 1998, the Company changed the Plan's trustee from
         Fidelity Investments to State Street Bank and Trust Company.

                  Contributions:

         The Plan provides two contribution options to a participant. Subject to
         certain  limitations  set forth in the Plan, the  participant may elect
         (1) to have his base  compensation  reduced  by an amount  equal to any
         whole percentage (before-tax 401(k) contributions) which is contributed
         on behalf of the employee by the Company;  and/or (2) to  contribute by
         payroll   deduction   any  whole   percentage   of  base   compensation
         (after-tax).


                                    Continued

                                        4



<PAGE>



                    NOTES TO FINANCIAL STATEMENTS, Continued
                                     -------

1.       General Description of the Plan, continued:

                  Matching Program:

     The Company provided a matching contribution to the Plan, on behalf of each
     participant,  except  certain  temporary  employees  as defined in the Plan
     document,  in  an  amount  equal  to  50%  of  a  participant's   aggregate
     contributions up to 4% of the participant's base compensation.

                  Administrative Expenses:

     The Company generally absorbs all administrative  costs of the Plan, except
     for  Investment  and Trustee Fees which are paid out of plan assets held in
     the trust. Investment gains in the GPU Companies Master Trust are shown net
     of these Investment and Trustee Fees.

                  Investment Funds:

     Participants may elect to have their Plan accounts  invested in one or more
     of the following fourteen investment options:

     -    Fidelity  Puritan  Fund:  The fund  seeks to obtain a balance  between
          capital  appreciation,  preservation  of  capital  and  generation  of
          income.

     -    Fidelity  Retirement  Growth  Fund:  The  fund  seeks to  provide  the
          opportunity for significant capital appreciation.

     -    Fidelity  OTC  Portfolio  Fund:  The  fund  seeks  long-term   capital
          appreciation  by  investing  in  securities  that  are  traded  in the
          over-the-counter (OTC) securities market.

     -    Fidelity Overseas Fund: The fund seeks long-term capital appreciation,
          primarily through investments in foreign
              securities.

     -    Interest Income Fund: The return objective of the fund is to provide a
          higher  rate of return  over time than the rate of return  offered  by
          money market  funds.  The fund invests in a  diversified  portfolio of
          investment   contracts   issued   by   only   high-quality   financial
          institutions as well as security backed investment contracts supported
          by high quality fixed income securities.

     -    Diversified  Bond Fund:  The fund seeks to match or exceed the returns
          of the Lehman Brothers  Aggregate Index. The fund invests primarily in
          government,  corporate,  mortgage-backed and asset-backed  securities.
          The fund  invests  in only  high  quality  bonds-those  rated at least
          BBB-by Standard & Poor's or Baa3 by Moody's Investors Service.

     -    Conservative  Growth  Portfolio:   The  investment  objective  of  the
          Portfolio is to provide  income from fixed income  securities and some
          growth  of  principal  from  stock  funds.  The  Conservative   Growth
          Portfolio has an asset allocation target of 35% equities and 65% fixed
          income securities.








                                    Continued

                                        5



<PAGE>


                    NOTES TO FINANCIAL STATEMENTS, Continued
                                     -------

1.       General Description of the Plan, continued:

                    Investment Funds, continued:

         -    Moderate  Growth  Portfolio:   The  investment  objective  of  the
              Portfolio  is to provide  growth  from stock funds and income from
              fixed income  securities.  The moderate  Growth  Portfolio  has an
              asset  allocation  target of 60%  equities  and 40%  fixed  income
              securities.

         -    Aggressive  Growth  Portfolio:  The  investment  objective  of the
              Portfolio is to provide  growth  primarily from stock funds with a
              small income  component.  The Aggressive  Growth  Portfolio has an
              asset  allocation  target of 80%  equities  and 20%  fixed  income
              securities.

         -    S&P 500 Index Fund: The Fund seeks to match the performance of the
              Standard & Poor's 500 Index. The Fund invests in all 500 stocks in
              the S&P 500 Index in proportion  to their  weighting in the Index.
              The Fund may also hold 2-5% of its value in futures  contracts (an
              agreement to buy or sell a specific security by a specific date at
              an agreed upon price).

         -    International  Equity Fund: This is an actively  managed fund that
              seeks to outperform the  performance of the Morgan Stanley Capital
              International  Europe,  Australia,  and Far East (MSCI EAFE) Index
              (unhedged)   by   investing   in  common   stocks   of   companies
              headquartered outside the United States.

         -    Small Cap Equity Fund: This is an actively managed fund that seeks
              to consistently exceed the total return performance of the Russell
              2500 Stock Index while  maintaining a similar  level of risk.  The
              fund  primarily   invests  in  a  portfolio  of  common  stock  of
              small-to-medium-sized     domestic    companies,    which    offer
              above-average growth potential.

         -    GPU Stock  Fund:  The Fund's goal is to provide  long-term  growth
              through capital appreciation and dividend income. The Fund invests
              almost  exclusively in GPU, Inc.  common stock. A small portion of
              assets is invested in money market  securities  to meet the fund's
              liquidity needs. Dividends paid on the GPU stock held in this fund
              are used to purchase additional common shares.

         -    Mutual  Fund   Window:   The  Mutual  Fund  Window   (MFW)  offers
              approximately  3500  mutual  funds from more than 200 mutual  fund
              families and approximately 600  no-transaction fee funds currently
              offered through State Street Brokerage Services, Inc.




                                    Continued

                                        6



<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, 1998 and 1997 was as follows:

            FUND #/FUND NAME                         NUMBER OF PARTICIPANTS
            ----------------                         ----------------------
                                                     1998             1997
                                                     ----             ----
            10 Int. Income                           825              922
            20 Diversified Bond                      233               NA
            30 Conserv. Growth                        34               NA
            35 S&P 500 Index                         898               NA
            40 Mod. Growth                           767               NA
            45 Fidelity Puritan                      215              990
            50 Aggress. Growth                       137               NA
            55 Fidelity Ret. Growth                  215              954
            60 Sm. Cap. Equity                       260               NA
            65 Fidelity OTC                          103              323
            70 Internat'l Equity                     126               NA
            75 Fidelity Overseas                      44              165
            80 GPU Stock                             260              270
            85 Mutual Fund Window                      8               NA
            **Fidelity Intermediate Bond              NA              231
            **Fidelity U.S. Equity Index              NA              246
            **Fidelity Asset Manager Income           NA               22
            **Fidelity Asset Manager                  NA               57
            **Fidelity Asset Manager Growth           NA               96

            **No fund number was assigned to this investment option
            NA Investment option was not available at year end

        The total  number of  participants  in the Plan at December 31, 1998 and
        1997 was 1,824 and 1,893,  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
       contribution 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 recorded to that account.

                  Vesting:

       Participants are 100% vested at all times in their Plan accounts.



                                    Continued

                                        7



<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.  Distributions  of account
       balances  in excess  of  $5,000  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  started,  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.

                  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  7.22% and
       7.82%, and the interest rates for loans four years and ten months or less
       were 8.87% and 7.87% at December 31, 1998 and 1997, 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

                                        8


<PAGE>


                    NOTES TO FINANCIAL STATEMENTS, Continued
                                     -------

2.     Summary of Significant Accounting Policies, continued:

                  Valuation of Investments, 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 Companies Master Savings
       Plan Trust.

       The 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  custodian  bank) and insurance  contracts are valued at cost
       plus accrued interest which approximates market.

                  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 the 1998
       presentation.  These  changes had no impact on  previously  reported  net
       assets.

3.     Investments:

       The investments  reflected in the December 31, 1998 and 1997 Statement of
       Net Assets  Available for Plan  Benefits  represent the Plan's 11.33% and
       10.57%  share  of  total  investments  held in the GPU  Companies  Master
       Savings Plan Trust, respectively, at December 31, 1998 and 1997.




                                    Continued

                                        9


<PAGE>
<TABLE>
<CAPTION>


                    NOTES TO FINANCIAL STATEMENTS, Continued
                                     -------

3.     Investments, continued:

        At December 31, 1998 and 1997, the total fair value of investments  held
        in the GPU  Companies  Master  Savings  Plan  Trust  are  summarized  as
        follows:

                                                             1998                               1997
                                                             ----                               ----
<S>                                                     <C>                             <C>
 Aggressive Growth Portfolio                            $ 20,216,125                    $          NA
 Fidelity Retirement Growth Fund                          59,489,456*                     187,944,826*
 Small Cap Equity Fund                                    32,580,387                               NA
 Fidelity OTC Portfolio Fund                              19,301,413                       39,107,662*
 International Equity Fund                                10,845,885                               NA
 Fidelity Overseas Fund                                    4,402,532                       12,710,057
 GPU Stock Fund                                           24,076,904                       23,974,703
 Mutual Fund Window                                        2,843,205                               NA
 Interest Income Fund                                    185,931,322*                     170,645,706*
 Diversified Bond Fund                                    27,650,755                               NA
 Conservative Growth Portfolio                             6,824,143                               NA
 S&P 500 Index Fund                                      257,907,002*                              NA
 Moderate Growth Portfolio                               178,609,215*                              NA
 Fidelity Puritan Fund                                    57,164,483*                     213,000,893*
 Fidelity Intermediate Bond Fund                                  NA                       24,702,804
 US Equity Index Fund                                             NA                       42,325,839*
 Fidelity Asset Manager-Income Fund                               NA                        1,803,399
 Fidelity Asset Manager Fund                                      NA                        5,002,929
 Fidelity Asset Manager Growth Fund                               NA                       12,250,177
                                                         -----------                     ------------

 Total Investments at fair value                        $887,842,827                     $733,468,995
                                                         ===========                      ===========

 Total Investments at cost                              $796,813,185                     $692,066,105
                                                         ===========                      ===========
<FN>

*    These investments represent 5% or more of the net assets available for benefits.
</FN>

</TABLE>

                                    Continued

                                       10


<PAGE>
<TABLE>
<CAPTION>


                  NOTES TO THE FINANCIAL STATEMENTS, Continued

3.   Investments, Continued:

Based on  participant  investment  options at December  31,  1998 and 1997,  the
Plan's investments were allocated as follows:

                                                              1998              1997
                                                            % by Fund        % by Fund
                                                            ---------        ---------
<S>                                                           <C>               <C>
10 Interest income                                            22.78%            25.50%
20 Diversified Bond                                            2.74%               NA
30 Conservative Growth                                         0.82%               NA
35 S&P 500 Index                                              26.00%               NA
40 Moderate Growth                                            18.91%               NA
45 Fidelity Puritan                                            7.01%            27.50%
50 Aggressive Growth                                           2.58%               NA
55 Fidelity Retirement Growth                                  7.85%            26.00%
60 Small Cap. Equity                                           3.79%               NA
65 Fidelity OTC                                                2.28%             5.00%
70 International Equity                                        1.19%               NA
75 Fidelity Overseas                                           0.50%             2.00%
80 GPU Stock                                                   3.40%             4.00%
85 Mutual Fund Window                                            **                NA
NA Fidelity Intermediate Bond                                    NA              3.00%
NA Fidelity US Equity Index                                      NA              4.50%
NA Fidelity Asset Manager Income                                 NA                **
NA Fidelity Asset Manager                                        NA              1.00%
NA Fidelity Asset Manager Growth                                 NA              1.50%

<CAPTION>

**  Investment  option  represents  less than .5% of the total  investments.  NA
investment option was not available in plan year shown above.

For the years ended  December 31, 1998 and 1997,  the changes in the accounts of
the GPU Companies  Master  Savings Plan Trust,  respectively,  are summarized as
follows:

                               Fidelity                        Fidelity
                              Retirement      Fidelity       Intermediate    Interest                        OTC
                             Growth Fund    Puritan Fund       Bond Fund    Income Fund    GPU Stock      Port. Fund
                             -----------     -----------      ----------    -----------    ----------    ----------

Investments,
<S>                         <C>             <C>              <C>           <C>            <C>           <C>
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
                             ===========     ===========      ==========    ===========    ==========  ============

Increases:
   Employee contributions      9,196,535       8,739,103       1,037,323      6,139,913     1,216,160     2,686,261
   Employer contributions      2,719,436       2,713,781         373,467      1,931,303       375,746       729,367
   Transfers from
     affiliated
     pension plans               877,900         690,166          87,787      1,686,226        50,699       237,581
   Transfers between
     investment funds         (4,271,782)    (16,809,465)        946,584     14,924,064    (1,756,221)   (1,996,740)
   Interest on loans             225,070         183,916          22,274        147,794        33,459        53,138
   Net investment gain        21,141,314       7,698,420       1,766,493      8,140,794       981,960     3,117,702
                             -----------     -----------      ----------    -----------    ----------    ----------
                              29,888,473       3,215,921       4,233,928     32,970,094       901,803     4,827,309
                             -----------     -----------      ----------    -----------    ----------    ----------
Decreases:
   Distributions and
     withdrawals               8,460,989       9,851,412       1,123,297     13,763,442     1,178,926     1,372,584
                             -----------     -----------      ----------    -----------    ----------    ----------
   Investment transfer to
     State Street
     Bank on
     September 30, 1998      209,372,310     206,365,402      27,813,435    189,852,358    23,697,580   42,562,387
                             -----------     -----------      ----------    -----------    ----------    ---------

Investments,
October 1, 1998              $     -         $     -          $    -        $     -        $    -       $    -
                             ===========     ===========      ==========    ===========    ==========   ==========


                                       11a

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                  NOTES TO THE FINANCIAL STATEMENTS, Continued



                                                                                             Fidelity
                              Overseas    Asset Manager    Asset Manager    Asset Manager    US Equity
                                Fund           Fund         Growth Fund      Income Fund     Index Fund       Total
                             ----------     ---------        ----------      ---------      ----------     -------------

Investments,
     December 31, 1996
<S>                         <C>            <C>              <C>             <C>            <C>              <C>
     (Cont'd.)              $ 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            -
   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
     (Cont'd.)              $12,710,057    $5,002,929       $12,250,177     $1,803,399     $42,325,839     $733,468,995
                             ==========     =========        ==========      =========      ==========     ============
Increases:
   Employee contributions       936,160       320,130           993,592        127,776       2,864,236       34,257,189
   Employer contributions       279,070       101,418           292,960         44,982         872,915       10,434,445
   Transfers from
     affiliated pension
     plans                       66,924        41,543            94,021          -             170,001        4,002,848
   Transfers between
      investment funds         (201,588)      136,082            (5,429)     1,335,439       7,699,056          -
   Interest on loans             22,513         6,416            19,549          2,509          50,729          767,367
   Net investment gain         (758,581)       83,335           209,759        123,736       1,975,576       44,480,508
                             ----------     ---------        ----------      ---------      ----------
                                344,498       688,924         1,604,452      1,634,442      13,632,513       93,942,357
                             ----------     ---------        ----------      ---------      ----------       ----------
Decreases:
   Distributions and
     withdrawals                364,697       439,128           885,601        138,106       1,818,204       39,396,386
                             ----------     ---------        ----------      ---------      ----------       ----------
   Investment transfer
     to State Street
     Bank on
     September 30, 1998      12,689,858     5,252,725        12,969,028      3,299,735      54,140,148      788,014,966
                             ----------     ---------        ----------      ---------      ----------       ----------
Investments,
     October 1, 1998         $    -         $   -            $    -          $   -          $    -         $        -
                             ==========     =========        ==========      =========      ==========     ============



                                       11b
</TABLE>


<PAGE>
<TABLE>


                  NOTES TO THE FINANCIAL STATEMENTS, Continued


                            Fidelity
                           Retirement     Fidelity    Diversified    Interest                  Fidelity     Overseas
                          Growth Fund   Puritan Fund   Bond Fund*   Income Fund   GPU Stock    OTC Fund*    Fund

Investments,
<S>                       <C>           <C>             <C>        <C>             <C>        <C>             <C>
October 1, 1998            $      -      $      -      $     -      $      -       $     -     $     -     $   -
                           ===========   ===========   ==========   ===========  ==========    =========   ==========
$    -

Increases:
   Employee
<S>                       <C>           <C>             <C>        <C>             <C>        <C>             <C>
     contributions        $    665,500  $    607,063    $ 307,299  $ 1,562,958     $ 315,198  $   231,084     $90,893
   Employer
     contributions             191,049       187,795      117,634     836,269        106,979       67,909      26,647
   Transfers from
     affiliated
     pension plans              59,888        57,116        -          245,206        25,609         -           -
   Transfers between
     investment funds          940,622      (278,159)     225,038   (4,091,277)     (805,174)    (142,617)   (377,352)
   Interest on loans            17,251        12,058        8,155       52,524        10,803        7,007       2,611
   Net investment gain      10,610,828     6,404,774      (42,701)   2,728,959     1,196,525    4,305,344     704,557
   Investment transfer
     from State Street
     Bank on
     September 30,
     1998                   48,164,843    50,593,469   27,759,151  190,336,448    23,670,524   14,947,188   4,021,733
                           -----------   -----------    ---------  -----------    ----------   ----------   ---------
                            60,649,981    57,584,116   28,374,576  191,671,087    24,520,464   19,415,915   4,469,089
                           -----------   -----------    ----------  ---------    ----------    ----------   ---------
Decreases:
   Distributions and
     withdrawals             1,160,525       419,634      723,821    5,739,765       443,558      114,503      66,557
                           -----------   -----------    ---------   ----------    ----------    ----------  ---------
Investments,
 December 1, 1998         $ 59,489,456  $ 57,164,482  $27,650,755 $185,931,322   $24,076,906  $19,301,412  $4,402,532
                           ===========   ===========  ==========   ==========    ==========    ==========   =========
                                                                       Small                    Mutual   Aggressive
                          Conservative     S&P 500      Moderate     Capital     International  Fund     Growth
                          Growth Fund*   Index Fund*  Growth Fund*  Equity Fund* Equity Fund*   Window*   Fund*           Total
Investments,               -----------   -----------   ----------   ----------  ----------   ----------    ----------   -----------

     October 31, 1998     $      -      $      -       $     -      $     -     $     -       $     -    $     -       $    -
     Increases: (Cont'd.)
                           ===========   ===========   ===========  ===========  ==========  ==========    ========     ===========
   Employee
     contributions       $     46,083  $  2,985,213   $ 1,946,550    $ 606,566  $  200,432     $  -         $ 310,260  $  9,875,099
   Employer
     contributions             18,901     1,019,179       697,204       92,145      69,729        -           109,942     3,541,382
   Transfers from
     affiliated
     pension plans             40,845        75,674        56,020       20,518       5,263        -            14,579       600,718
   Transfers
     between
     investment
     Funds                  3,314,783    (3,785,881)   (1,600,892)  (1,119,866)    440,609      2,696,437   4,583,729          -
   Interest on
     loans                        966        79,293        54,050       13,232       4,873         -            6,975       269,798
   Net investment
     gain                     335,281    45,915,369    19,623,462    5,713,648   1,576,980        146,768   2,435,336   101,655,130
   Investment transfer
    from State Street
    Bank on
    September 30,
    1998                    3,300,012   215,173,640   160,787,906   27,619,148   8,667,836        -        12,973,068   788,014,966
                           -----------   -----------   ----------   ----------  ----------   ----------    ----------   -----------
                            7,056,871   261,462,487   181,564,300   32,945,391  10,965,722      2,843,205  20,433,889   903,957,093
Decreases:
                           -----------   -----------   ----------   ----------  ----------   ----------   ----------   ------------
   Distributions
     and withdrawals          232,728     3,555,484     2,955,086      365,005     119,836        -           217,764     16,114,266
                           ----------    -----------   ----------  ----------  ----------    ----------   -----------  ------------
Investments,
     December 31, 1998   $  6,824,143  $257,907,003  $178,609,214  $32,580,386 $10,845,886    $ 2,843,205 $20,216,125   $887,842,827
                          ===========  ===========    ===========  =========== ==========      ========== ===========   ===========
*  Represents new investment options avlable in Master Trust under State Street Bank





</TABLE>
                                                                  11c


<PAGE>
<TABLE>

<CAPTION>


                  NOTES TO THE FINANCIAL STATEMENTS, Continued


3.   Investments, Continued:

The net investment  gains in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1998 were as follows:

                                      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>
Dividends                          $ 5,875,950     $21,028,204      $1,172,868          -        $1,188,760   $2,702,555
Interest income                          -               -               -        $ 8,140,794         4,416          -
Net appreciation (depreciation)
   in fair value of investments     25,876,192      (6,925,010)        593,625      2,728,959       985,309    4,720,491
                                    ----------      ----------       ---------     ----------     ---------  -----------

     Net investment gains
     /(losses)                     $31,752,142     $14,103,194      $1,766,493    $10,869,753    $2,178,485   $7,423,046
                                    ==========      ==========       =========    ==========     =========     =========
<CAPTION>

The net investment  gains in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1997 were as follows:


                                      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>
Dividends                          $32,367,031     $16,944,385      $1,558,632          -        $1,092,416   $2,671,877
Interest income                          -               -               -        $11,260,426         -             -
Net appreciation (depreciation)
   in fair value of investments     (2,780,141)     21,620,262         220,977          -         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
                                    ==========      ==========       =========     ==========     =========   =========


*    Represents new investment options available in Master Trust under State Street Bank


                                       12a

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                  NOTES TO THE FINANCIAL STATEMENTS, Continued



3.   Investments, Continued:

The net investment  gains in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1998 were as follows (Cont'd.):

                                                                                                     Fidelity
                                     Overseas      Asset Manager    Asset Manager   Asset Manager    US Equity    International
                                       Fund            Fund          Growth Fund    Income Fund      Index Fund    Equity Fund*
                                    ----------      ----------       ---------      ----------     ---------     ------------
<S>                                    <C>          <C>             <C>                 <C>       <C>            <C>

Dividends                           $    85,084     $   130,370           -         $    71,779         -               -
Interest income                           -              -                -               -             -               -
Net appreciation (depreciation)
<S>                                    <C>           <C>            <C>                 <C>       <C>            <C>
   in fair value of investments        (139,108)        (47,035)     $  209,759          51,957    $1,975,576     $  1,576,980
                                     ----------      ----------       ---------      ----------     ---------     ------------

     Net investment
     gains/(losses)                 $   (54,024)    $    83,335      $  209,759     $   123,736    $1,975,576     $ 1,576,980
                                     ==========      ==========       =========      ==========     =========     ===========
<FN>


The net investment  gains in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1997 were as follows (Cont'd.):
</FN>

<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>
Dividends                           $   627,790     $   108,071      $  444,772     $ 1,277,646        -          $ 57,092,620
Interest income                          -               -               -               -             -            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>

*    Represents new investment options available in Master Trust under State Street Bank
</FN>





                                       12b
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                  NOTES TO THE FINANCIAL STATEMENTS, Continued



3.   Investments, Continued:

The net investment  gains in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1998 were as follows (Cont'd.):


                 Mutual Fund    Aggressive     Conservative     S&P 500     Moderate      Small Capital  Diversified
                   Window*     Growth Fund*    Growth Fund*   Index Fund*   Growth Fund*   Equity Fund*  Bond Fund*       Total
                  ----------    ----------      ---------      ----------    ----------     -----------   ----------    ----------
<S>                 <C>        <C>             <C>            <C>           <C>            <C>           <C>          <C>

Dividends              -             -               -              -             -               -            -      $ 32,255,570
Interest income     $146,768         -               -              -             -               -            -         8,291,978
Net appreciation
 (depreciation)
 in fair
 value of
 investments           -       $ 2,435,336     $  335,281     $45,915,369   $19,623,462    $  5,713,648  $   (42,701)  105,588,090
                  ----------    ----------      ---------      ----------    ----------     -----------   ----------    ----------

  Net
  investment
<S>                 <C>        <C>             <C>            <C>           <C>            <C>           <C>          <C>
  gains/(losses)    $146,768   $ 2,435,336     $  335,281     $45,915,369   $19,623,462    $  5,713,648  $   (42,701) $146,135,638
                  ==========    ==========      =========      ==========    ==========     ===========   ==========   ===========

<FN>

* Represents new investment options available in Master Trust under State Street
Bank.

                                       12c
</FN>
</TABLE>


<PAGE>



                    NOTES TO FINANCIAL STATEMENTS, Continued
                                     -------

4.       Party-In-Interest Transactions

         Certain Plan investments are, and were,  shares of mutual funds managed
         by State Street Bank and formerly  Fidelity  Investments.  State Street
         Bank is, and  Fidelity  Investments  was, 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 4, 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.  The  plan has  amended  since  receiving  the
         determination letter. However, due to moderate modifications,  the plan
         administrator  believes  that the plan is currently  designed and being
         operated in compliance  with  applicable  requirements  of the Internal
         Revenue Code.

6.       Plan Amendments

         The Plan was amended and restated in order to  incorporate an increased
         matching  contribution,  effective  June 1, 1998. The Company agreed to
         increase the match from 25% to 50% of an employee's contributions up to
         4% of base compensation.



                                    Continued

                                       13

<PAGE>


                                    GPU, INC.

                     GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR
           EMPLOYEES REPRESENTED BY IBEW LOCAL 459 AND UWUA LOCAL 180






Signature                                                   Page 2



Consent of Independent Accountant                           Exhibit 23


Report on Audits of Financial Statements                    Exhibit 28
     for the Years Ended December 31, 1998
     and 1997


                                        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.

                              GPU Companies  Employee Savings
                              Plan for Employees  Represented
                              by IBEW  Local 459 & UWUA Local
                              180





Date:  June 29, 1999          By:  /s/ C. B. Snyder
                                   --------------------
                                  C. B. Snyder
                                  Chairperson
                                  Administrative Committee



                                        2





                                  EXHIBIT INDEX


                                    GPU, INC.

                     GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR
           EMPLOYEES REPRESENTED BY IBEW LOCAL 459 AND UWUA LOCAL 180





Consent of Independent Accountant                Exhibit 23



Report on Audits of Financial Statements         Exhibit 28
     for the Years Ended December 31, 1998
     and 1997











                                                                      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
28, 1999 on my audit of the financial  statements of the GPU Companies  Employee
Savings Plan for Employees  Represented  by IBEW Local 459 and UWUA Local 180 as
of  December  31, 1998 and 1997 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, 1999





                                                                      Exhibit 28







                     GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR
                            EMPLOYEES REPRESENTED BY
                        IBEW LOCAL 459 AND UWUA LOCAL 180

                    REPORT ON AUDITS OF FINANCIAL STATEMENTS
                               for the years ended
                           December 31, 1998 and 1997





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