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 SYSTEM COUNCIL U-3
(FORMERLY JERSEY CENTRAL POWER & LIGHT COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES)
Madison Avenue at Punch Bowl Road
Morristown, New Jersey 07960-1911
---------------------------------
(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 SYSTEM COUNCIL U-3
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 System Council U-3:
I have audited the accompanying statements of net assets available for plan
benefits of GPU Companies Employee Savings Plan for Employees Represented by
IBEW System Council U-3 ("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 SYSTEM COUNCIL U-3
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 $126,335,94 $ 99,719,888
Participant loans receivable 2,741,223 2,517,026
----------- -----------
Net assets available for
plan benefits $129,077,169 $102,236,914
============ ============
The accompanying notes are an integral
part of the financial statements
2
<PAGE>
GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR
EMPLOYEES REPRESENTED BY IBEW SYSTEM COUNCIL U-3
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 $102,236,914 $81,174,995
------------ -----------
Increases:
Contributions:
Employee 8,067,038 7,368,299
Employer 2,125,238 1,667,314
Transfers from affiliated
pension plans - 2,722,854
Interest on loans 209,357 177,436
Net investment gain in
GPU System Companies Master
Savings Plan Trust 21,124,626 13,616,072
---------- -----------
31,526,259 25,551,975
---------- -----------
Decreases:
Transfers to/(from) affiliated
savings plans (69,458) 60,859
Distributions and
withdrawals 4,755,462 4,429,197
---------- ----------
4,686,004 4,490,056
---------- -----------
Balances, end of year $129,077,169 $102,236,914
============ ============
The accompanying notes are an integral
part of the financial statements
3
<PAGE>
GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR
EMPLOYEES REPRESENTED BY IBEW SYSTEM COUNCIL U-3
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 System Council U-3, formerly Jersey
Central Power & Light 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 System Council U-3 ("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).
Matching Program:
The Company provides 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 60% of a participant's aggregate
contributions up to 4% of the participant's base compensation.
Continued
4
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
--------
1. General Description of the Plan, continued:
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 System 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:
NUMBER OF PARTICIPANTS
----------------------
FUND #/FUND NAME 1998 1997
---------------- ---- ----
10 Int. Income 894 1,005
20 Diversified Bond 314 NA
30 Conserv. Growth 46 NA
35 S&P 500 Index 1,285 NA
40 Mod. Growth 982 NA
45 Fidelity Puritan 302 1,268
50 Aggress. Growth 176 NA
55 Fidelity Ret. Growth 337 1,398
60 Sm. Cap. Equity 312 NA
65 Fidelity OTC 143 353
70 Internat'l Equity 177 NA
75 Fidelity Overseas 80 208
80 GPU Stock 379 390
85 Mutual Fund Window 5 NA
** Fidelity Intermediate Bond NA 346
** Fidelity U.S. Equity Index NA 338
** Fidelity Asset Mgr. Income NA 30
** Fidelity Asset Manager NA 54
** Fidelity Asset Mgr. Growth NA 134
** 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 2,302 and 2,357, 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 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 recorded to that account.
Continued
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
--------
1. General Description of the Plan, continued:
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 for any reason.
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
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 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
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
Continued
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
--------
2. Summary of Significant Accounting Policies, continued
Valuation of Investments, continued:
(depreciation) of investments are allocated to each participating plan
based upon its accumulated monthly balance for each investment option
(see Note 3).
The net investment gain from the GPU Companies Master Savings Plan
Trust for the years ended December 31, 1998 and 1997, 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.
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.
Continued
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
--------
3. Investments:
The investments reflected in the December 31, 1998 and 1997 Statements
of Net Assets Available for Plan Benefits represent the Plan's 14.23%
and 13.60% share, respectively, of total investments held in the GPU
Companies Master Savings Plan Trust at December 31, 1998 and 1997.
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
---- ----
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
Fidelty 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
============ ============
* These investments represent 5% or more of the net assets available for
benefits.
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 20.34% 24.00%
20 Diversified Bond 2.59% NA
30 Conservative Growth 1.00% NA
35 S&P 500 Index 29.78% NA
40 Moderate Growth 16.62% NA
45 Fidelity Puritan 7.99% 27.00%
50 Aggressive Growth 2.17% NA
55 Fidelity Retirement Growth 9.93% 31.00%
60 Small Cap. Equity 2.88% NA
65 Fidelity OTC 2.23% 4.00%
70 International Equity 0.73% NA
75 Fidelity Overseas 0.54% 1.00%
80 GPU Stock 3.01% 4.00%
85 Mutual Fund Window ** NA
NA Fidelity Intermediate Bond NA 3.00%
NA Fidelity US Equity Index NA 4.00%
NA Fidelity Asset Manager Income NA **
NA Fidelity Asset Manager NA 0.50%
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
----------- ------------ --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
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
============ ============ =========== ============ =========== ===========
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,
<S> <C> <C> <C> <C> <C> <C>
December 31, 1996 (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>
<CAPTION>
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, October 1, 1998 $ - $ - $ - $ - $ - $ - $ -
=========== =========== ========== =========== ========== ========== =========
Increases:
<S> <C> <C> <C> <C> <C> <C> <C>
Employee 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
----------- ----------- ---------- ----------- ---------- ----------- ---------
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
=========== =========== ========== =========== ========== ========== =========
<CAPTION>
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,
<S> <C> <C> <C> <C> <C> <C> <C> <C>
October 31, 1998 $ - $ - $ - $ - $ - $ - $ - $ -
=========== ========== ========== =========== =========== ========== =========== ============
Increases: (Cont'd.)
Employee
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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 available in Master Trust under State Street Bank
11c
</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:
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)
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
========== ========== ========= ========== =========== ===========
<CAPTION>
The net investment gains in the GPU Companies Master Savings Plan Trust for the
year ended December 31, 1997 were as follows (Cont'd.):
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>
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
========== ========== ========= ========== ========== ============
* Represents new investment options available in Master Trust under State Street Bank
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
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.
</FN>
</TABLE>
12c
<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 been 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 January 1, 1998. The Company agreed to
increase the match from 25% to 60% of an employee's contributions up to
4% of base compensation.
<PAGE>
GPU, INC.
GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR
EMPLOYEES REPRESENTED BY IBEW SYSTEM COUNCIL U-3
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 System Council U-3
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 SYSTEM COUNCIL U-3
------------------------------------------------
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 Nos. 33-32326 and 33-51037) 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 System Council
U-3 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 SYSTEM COUNCIL U-3
REPORT ON AUDITS OF FINANCIAL STATEMENTS
For the years ended
December 31, 1998 and 1997
