-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jVM7r3Ep4qoUUyvyc9jXw0euKQjacVDJcta2dU2VlDEolgbcS4kW+rXooYwwNUrc zh6ak83qbS5pFgZFmq2iIw== 0000040779-94-000015.txt : 19940404 0000040779-94-000015.hdr.sgml : 19940404 ACCESSION NUMBER: 0000040779-94-000015 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940505 FILED AS OF DATE: 19940331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL PUBLIC UTILITIES CORP /PA/ CENTRAL INDEX KEY: 0000040779 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 135516989 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 34 SEC FILE NUMBER: 001-06047 FILM NUMBER: 94519650 BUSINESS ADDRESS: STREET 1: 100 INTERPACE PKWY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2012636500 DEF 14A 1 PROXY GENERAL PUBLIC UTILITIES CORPORATION 100 Interpace Parkway Parsippany, New Jersey 07054-1149 Notice of Annual Meeting of Stockholders to be Held May 5, 1994 Notice is hereby given that the Annual Meeting of Stockholders of General Public Utilities Corporation will be held at the Holiday Inn, 250 Market Street, Johnstown, Pennsylvania, on Thursday, May 5, 1994 at 10:00 o'clock in the morning (local time): 1. To elect four directors of the Corporation to hold office for three-year terms beginning upon their election at the 1994 Annual Meeting. 2. To consider the ratification of the selection by the Board of Directors of Coopers & Lybrand as independent auditor for the year 1994. 3. To consider, if submitted, the stockholder proposal set forth in the accompanying Proxy Statement. - 1 - March 25, 1994 4. To transact such other business as may properly come before the meeting. Only holders of record of issued and outstanding shares of Common Stock of the Corporation at the close of business on March 14, 1994 will be entitled to vote at the meeting. Such stockholders may vote in person or by proxy. If your shares are registered in the name of a brokerage firm or trustee and you plan to attend the meeting, please obtain from the firm or trustee a letter or other evidence of your beneficial ownership of those shares to facilitate your admittance to the meeting. The stock transfer books of the Corporation will not be closed. By order of the Board of Directors, MARY A. NALEWAKO, Secretary March 31, 1994 The 1993 Annual Report was previously transmitted to stockholders. It is expected that the annexed Proxy Statement and enclosed form of Proxy will be first sent to stockholders on or about March 31, 1994. If you wish to receive, without charge, a copy of the GPU System Statistics or the Corporation's 1993 Annual Report to the Securities and Exchange Commission on Form 10-K, direct your request to: Stockholder Relations, General Public Utilities - 2 - March 25, 1994 Corporation, 100 Interpace Parkway, Parsippany, New Jersey 07054-1149, or call (201) 263-6600. - 3 - March 25, 1994 You Are Cordially Invited to Attend the Annual Meeting If you plan to attend the meeting in person, please mark your Proxy in the space provided for that purpose. An admittance card will be mailed to you prior to the meeting. Whether or not you attend the meeting, we hope that you will sign and return the enclosed Proxy as promptly as possible. Your vote is important. - 4 - March 25, 1994 GENERAL PUBLIC UTILITIES CORPORATION 100 Interpace Parkway Parsippany, New Jersey 07054-1149 Proxy Statement for Annual Meeting - May 5, 1994 STOCKHOLDERS ENTITLED TO VOTE Holders of record at the close of business on March 14, 1994 of the outstanding Common Stock (consisting of 115,015,068 shares) are entitled to vote at the Annual Meeting of Stockholders of the Corporation ("GPU"). Stockholders have cumulative voting rights for the election of directors and one vote per share for all other purposes. Cumulative voting means that each stockholder is entitled to as many votes as are equal to the number of shares owned multiplied by the number of directors to be elected and that the stockholder may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as the stockholder may see fit. Elections of directors are to be determined by a plurality vote. Other matters are to be determined by vote of the holders of a majority of the shares present or represented at the meeting and voting on such matters. - 5 - March 25, 1994 The Proxies hereby solicited vest in the proxy holders cumulative voting rights with respect to the election of directors (unless the stockholder marks the Proxy so as to withhold such authority) and all other voting rights of the stockholders signing such Proxies. The shares represented by each duly executed Proxy will be voted and, where a choice is specified by the stockholder on the Proxy, the Proxy will be voted in accordance with the specification so made. As provided by Pennsylvania law and the Corporation's By-Laws, abstentions, broker non-votes and withheld votes will not be included in the total number of votes cast, and therefore will have no effect on the vote. Signed but unmarked proxies will be voted in accordance with the directors' recommendations. The Proxy is revocable, at any time before exercise, by a written instrument signed in the same manner as the Proxy and received by the Secretary of the Corporation at or before the Annual Meeting. If you attend the meeting, you may, if you wish, revoke your Proxy by voting in person. You are encouraged to voice your preference by marking the appropriate boxes on the enclosed Proxy. However, it is not necessary to mark any boxes if you wish to vote in accordance with the directors' recommendations; merely sign, date and return the Proxy in the enclosed postpaid envelope. - 6 - March 25, 1994 DIRECTORS' PROPOSALS 1. ELECTION OF DIRECTORS The Board of Directors consists of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year with terms expiring at the third succeeding Annual Meeting after such election. At the 1994 Annual Meeting, four Class III directors will be elected to hold office for three-year terms beginning upon their election at the 1994 Annual Meeting. The votes applicable to the shares represented by Proxies in the accompanying form received from stockholders will be cast in favor of the election of the four nominees listed below, except that the proxy holders reserve the right to exercise cumulative voting rights and to cast their votes in such manner and for such lesser number of said nominees as they may deem best at the meeting, in order, so far as possible, to secure the election of said nominees. If any nominee should be unable to serve (an event which is not anticipated), the proxy holders reserve the right to vote for a substitute nominee or nominees designated by the Nominating Committee of the Board of Directors. Information about the Nominees - 7 - March 25, 1994 Nominees Class III Directors for Terms Expiring in 1997 Name Age Year first elected a director THOMAS B. HAGEN 58 1988 Mr. Hagen is a Special Consultant to the Chairman and a director of the Erie Insurance Group companies - property, casualty and life insurers. Mr. Hagen was Chairman and Chief Executive Officer from 1990 to 1993 and has been associated with Erie Insurance since 1953. He served as president from 1982 to 1990. Mr. Hagen is a director of the Pennsylvania Economic Development Partnership, Pennsylvanians for Effective Government and the Pennsylvania Chamber of Business and Industry. He is a member of the Pennsylvania Business Roundtable, and is a director of the Erie Small Business Investment Co. He is a director of the Insurance Institute of Highway Safety and a trustee of the Griffith Foundation for Insurance Education. He is past chairman and is a member of the Council of Fellows of Penn State - Erie, the Behrend College and a trustee of Discovery Square, a museum complex in Erie. - 8 - March 25, 1994 Name Age Year first elected a director PAUL R. ROEDEL 66 1979 Mr. Roedel retired in 1992 as Chairman and Chief Executive Officer of Carpenter Technology Corporation, manufacturers, fabricators and marketers of specialty metals. He joined Carpenter in 1949 and became Chief Executive Officer in 1981 and Chairman in 1987. He is a director of Carpenter Technology Corporation, Meridian Bancorp, Inc. and Meridian Bank and the P.H. Glatfelter Co. He is chairman of the Berks Business Education Coalition, president of the Wyomissing Foundation and a member of the Financial Executives Institute and ASM International. Mr. Roedel is also Chairman of the Board of Gettysburg College and a director of the Pennsylvania 2000 Education Coalition. CARLISLE A. H. TROST 64 1990 Admiral Trost served in the United States Navy from 1953 until his retirement in 1990, including a four-year term from 1986 to 1990 as Chief of Naval Operations. Admiral Trost is also a member of the board of directors of GPU Nuclear Corporation, and the Chairman of that board's Nuclear Safety and Compliance Committee. He is Chairman of the board of directors of Bird- - 9 - March 25, 1994 Johnson Co., and a director of Louisiana Land & Exploration Company, Burdeshaw Associates, LTD, Precision Components Corporation and Lockheed Corporation. He is also a member of the Board of Advisors of General Dynamics Corporation's Undersea Warfare Center. Name Age Year first elected a director PATRICIA K. WOOLF, Ph.D. 59 1983 Dr. Woolf, who is currently in the Molecular Biology Department, Princeton University, is a consultant, lecturer and author. From 1988-1989, Dr. Woolf was a Lecturer at the Woodrow Wilson School of Public and International Affairs, Princeton University. Dr. Woolf has served on review panels for the National Endowment for the Humanities and the National Science Foundation, and is a director of Cordis Corporation and the National Life Insurance Company of Vermont. She is also a trustee of the New Economy Fund and a director of the American Balanced Fund, the Income Fund of America, the Growth Fund of America and Small Cap World Fund, all of The Capital Group of Los Angeles. She is a member of the Board of The Scientists Institute for Public Information and is a Fellow of the Royal Society of Medicine. - 10 - March 25, 1994 Information concerning the other directors of the Corporation whose terms do not expire at the Annual Meeting is as follows: Class I Directors with Terms Expiring in 1995 Name Age Year first elected a director HENRY F. HENDERSON, JR. 65 1989 Mr. Henderson is President, Chief Executive Officer and a director of H. F. Henderson Industries, designers and manufacturers of process control and engineered systems for government and industry, including industrial process controls and defense electronics. He is a Commissioner of the Port Authority of New York and New Jersey and a director of the Partnership for New Jersey, the New Jersey State Chamber of Commerce, Delta Dental Plan and the Port Authority Trans-Hudson Corporation. He is also a trustee of Stevens Institute of Technology and Paterson Economic Development Corporation and a member of the World Trade Institute of the Port Authority of New York and New Jersey and Defense Orientation Conference Association. - 11 - March 25, 1994 Name Age Year first elected a director JAMES R. LEVA 61 1992 Mr. Leva is Chairman, President and Chief Executive Officer of General Public Utilities Corporation. He is also Chairman, President, Chief Executive Officer and a director of GPU Service Corporation (GPUSC); Chairman, Chief Executive Officer and a director of Jersey Central Power & Light Company (JCP&L), Metropolitan Edison Company (Met-Ed), Pennsylvania Electric Company (Penelec) and General Portfolios Corporation; and Chairman of the Board and a director of GPU Nuclear Corporation, all subsidiaries of GPU. Mr. Leva has been associated with the GPU System since 1952, and has served as President of Penelec and, from 1986 until his election to his current positions in 1991, as President of JCP&L. Mr. Leva is also a director of Chemical Bank N.J., N.A., Princeton Bank and Trust Co., N.A., Utilities Mutual Insurance Company, the New Jersey Utilities Association, United Way of Morris County, the New Jersey Chamber of Commerce and Fairleigh Dickinson University. He is a trustee of St. Clares-Riverside Foundation and Tri-County Scholarship Fund, and a member of the Board of Overseers of the New Jersey Institute of Technology. - 12 - March 25, 1994 Name Age Year first elected a director JOHN M. PIETRUSKI 61 1989 Mr. Pietruski served as Chairman of the Board and Chief Executive Officer of Sterling Drug Inc. from 1985 until his retirement in 1988. Currently, he is Chairman of the Board of Texas Biotechnology Corporation, a pharmaceutical research and development company. He also serves as President of Dansara Company, a management consulting firm. He is a director of Hershey Foods Corporation, Lincoln National Corporation, McKesson Corporation and Cytogen Corporation. He is also an Overseer of the Rutgers University Foundation and a Regent of Concordia College. CATHERINE A. REIN 51 1989 Ms. Rein has been Executive Vice President - Corporate and Professional Services of Metropolitan Life Insurance Company since 1989, and served as Senior Vice President of that company from 1988 to 1989 and as Vice President of Human Resources from 1985 to 1988. Ms. Rein is a director of The Bank of New York, Corning Inc. and INROADS, and is a member of the Board of Trustees of the National Urban League and a trustee of the College of Insurance. - 13 - March 25, 1994 Class II Directors with Terms Expiring in 1996 Name Age Year first elected a director LOUIS J. APPELL, JR. 69 1973 Mr. Appell is President and Chief Executive Officer of Susquehanna Pfaltzgraff Co., a communications and consumer products company. His other activities include Chairman of the Board of Yorktowne Hotel, Inc., President and director of Appleton, Inc. and Treasurer and director of L.A.B. Realty Co. and Sinking Springs Farms, Inc., and a director of York Bank & Trust Company. He is a trustee of York College of Pennsylvania and a director of the Pennsylvania Chamber of Business and Industry. DONALD J. BAINTON 62 1982 Mr. Bainton is Chairman, Chief Executive Officer and a director of Continental Can Co., Inc., an industrial packaging company which also provides engineering, architectural and surveying services. He is also Chief Executive Officer of Dixie Union GmbH, Ferembal, S.A., Lockwood, Kessler and Bartlett, Continental Plastic Containers, Inc., ONENA Bolsas de Espana, Ferembal S.A. - 14 - March 25, 1994 and Continental Plastic Containers, Inc., all subsidiaries of Continental Can Co., Inc. He is a director of the Ingersoll- Rand Company, the Institute of Applied Economics and the University of Illinois, Chicago, Business School. Name Age Year first elected a director THEODORE H. BLACK 65 1988 Mr. Black is a director of Ingersoll-Rand Company, heavy equipment manufacturers. He joined Ingersoll-Rand in 1957 and served as its Chairman, President and Chief Executive Officer from 1988 until his retirement in 1993. Mr. Black is a director of CPC International Inc., Ingersoll-Dresser Pump Company, and McDermott International and a trustee of the Business Council for the United Nations. - 15 - March 25, 1994 Standing Committees of the Board of Directors There are four standing committees of the Board, namely, the Audit Committee, the Corporate and Public Responsibilities Committee, the Nominating Committee and the Personnel and Compensation Committee. The membership and functions of these Committees are as follows: The Audit Committee recommends to the Board, subject to ratification by the stockholders, the engagement of the independent auditor and reviews with the independent auditor the plan, scope and results of the audit and any comments by the auditor on the internal accounting control systems of the Corporation and its subsidiaries. All material non-audit services proposed to be performed by the independent auditor are reviewed by the Committee. The Committee also reviews with the Corporation's internal auditors the plan, scope and results of internal audits and their comments on the internal accounting control systems. It reviews with the officers of the Corporation, the independent auditor and the Corporation's internal auditors the following: the accounting principles to be applied in reporting the financial results of the Corporation as contained in the financial statements and related footnotes presented in the annual report to stockholders; the results of audits by governmental agencies; and the reports on audit - 16 - March 25, 1994 procedures relating to possible corporate expenditures for political purposes. The Chairman of the Audit Committee is Mr. Black. The other members are Messrs. Hagen, Pietruski, Roedel and Trost and Dr. Woolf. During 1993, the Committee held four meetings. The Corporate and Public Responsibilities Committee reviews the Corporation's policies on public issues having broad social significance and the implementation of those policies, reports relating to compliance with the Corporation's Code of Ethics and the Corporation's conduct as a responsible corporate citizen. The Chairman of the Corporate and Public Responsibilities Committee is Dr. Woolf. The other members are Messrs. Appell, Bainton, Roedel, and Trost. During 1993, the Committee held three meetings. The Nominating Committee recommends to the Board from time to time, within the limitations imposed by the By-Laws, the size and composition of the Board and candidates for membership on the Board. The Committee also recommends to the Board the composition and membership of the various Board Committees. A stockholder proposal for a nominee for election as a director should be sent by mail, addressed to Secretary, General - 17 - March 25, 1994 Public Utilities Corporation, 100 Interpace Parkway, Parsippany, New Jersey 07054-1149. All such proposals must be received by the Corporation not later than 30 nor more than 75 days prior to the scheduled date of the next annual meeting and must contain certain information regarding the identity and background of the stockholder's proposed nominee as required by Section 10(e) of the Corporation's By-Laws, which also sets forth additional requirements with respect to such stockholder proposals. A copy of Section 10(e) of the By-Laws will be furnished to stockholders upon request made to the Secretary of the Corporation. In addition, the Nominating Committee will consider recommendations by stockholders of candidates for director nominees. Recommendations should be sent to the Secretary of the Corporation. The Chairman of the Nominating Committee is Mr. Appell. The other members are Messrs. Hagen, Henderson and Pietruski and Ms. Rein. During 1993, the Committee held three meetings. The Personnel and Compensation Committee recommends to the Board the election of officers of the Corporation and the presidents of the Corporation's direct subsidiaries, and the compensation and other benefits of those officers and of presidents and directors of the Corporation and its direct subsidiaries. The Committee also reviews plans for management - 18 - March 25, 1994 succession and executive development, compensation and other benefit goals for the GPU System companies. The Chairman of the Personnel and Compensation Committee is Mr. Bainton. The other members are Messrs. Black, Henderson and Ms. Rein. During 1993, the Committee held five meetings. There were ten regular meetings and one special meeting of the Board during 1993. All directors attended at least 75% of the aggregate of (i) the total number of 1993 meetings of the Board and (ii) the total number of 1993 meetings of all Committees of the Board on which he or she served. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of February 1, 1994, the beneficial ownership of equity securities of GPU System companies of each of the GPU directors and each of the executive officers named in the Summary Compensation Table, and of all directors and executive officers of GPU as a group. The shares owned by all directors and executive officers as a group constitute less than 1% of the total shares outstanding. - 19 - March 25, 1994 Amount and Nature of Beneficial Name Title of Security Ownership(1) Louis J. Appell, Jr. . GPU Common Stock 1,400 shares-Direct 4,274 shares-Indirect Donald J. Bainton . . . GPU Common Stock 3,400 shares-Direct Theodore H. Black . . . GPU Common Stock 6,531 shares-Direct Philip R. Clark . . . . GPU Common Stock 4,992 shares-Direct 362 shares-Indirect John G. Graham . . . . GPU Common Stock 6,411 shares-Direct 1,680 shares-Indirect Thomas B. Hagen . . . . GPU Common Stock 6,566 shares-Direct Henry F. Henderson, Jr. GPU Common Stock 1,976 shares-Direct 1,200 shares-Indirect Ira H. Jolles . . . . . GPU Common Stock 5,025 shares-Direct James R. Leva . . . . . GPU Common Stock 3,912 shares-Direct 100 shares-Indirect John M. Pietruski . . . GPU Common Stock 3,400 shares-Direct Catherine A. Rein . . . GPU Common Stock 1,800 shares-Direct Paul R. Roedel . . . . GPU Common Stock 2,000 shares-Direct Carlisle A. H. Trost . GPU Common Stock 1,317 shares-Direct Robert L. Wise . . . . GPU Common Stock 5,092 shares-Direct Patricia K. Woolf . . . GPU Common Stock 2,511 shares-Direct All GPU Directors and Executive Officers as a Group . . . . . GPU Common Stock 73,058 shares-Direct 9,200 shares-Indirect - 20 - March 25, 1994 (1) The number of shares owned and the nature of such ownership, not being within the knowledge of GPU, have been furnished by each individual. Remuneration of Executive Officers Personnel and Compensation Committee Report GPU has an executive compensation program consisting of three separate but inter-related components: the Base Salary Program, the Incentive Compensation Program and the 1990 Stock Plan. Compensation Philosophy The Corporation's compensation philosophy is to provide a competitive compensation program that allows GPU to attract and retain top executive talent, to provide an incentive for executives to achieve business objectives and to reward executives when results materialize. The program provides a combination of short-term and long-term compensation vehicles to encourage executives to weigh short-term and long-term corporate interests. Market Comparisons To assist in determining competitive compensation levels, GPU retains a major compensation consulting firm to ascertain competitive rates for executive positions similar to those at - 21 - March 25, 1994 GPU. In developing comparisons, the consulting firm uses survey data from companies perceived to be in competition with GPU for executive talent. These companies are primarily electric utilities similar to GPU in size and complexity although data on non-utility companies are used to a lesser extent since GPU competes for talent in the larger market. The companies used in these comparisons include some but not all of those which make up the S&P Utility Index shown in the performance graph on page 32, and the comparison companies represent a much larger sample of the market for executive talent than do the companies in the Index. Within the defined competitive market for executive talent, GPU targets pay levels at the median, or 50th percentile, when corporate objectives are fully achieved. Because the executive compensation program is designed to vary total pay based on the extent to which objectives are achieved, actual pay levels in any given year may be above the competitive median or below it. Base Salary Program The Base Salary Program is intended to enable the Corporation to attract and retain needed executive talent. Individual executive base salaries are determined primarily by the identification of competitive levels and an assessment of individual executive performance. Annual increases, if any, are determined based on the amounts believed needed to maintain base pay at competitive - 22 - March 25, 1994 levels, the assessment of each executive's performance, particularly over the past year, and the Board of Directors' determination of what constitutes appropriate spending given the Corporation's financial results. These factors are not formally weighted and the Board uses subjective judgment in arriving at final amounts. Base salary increases for the executive officers and for Mr. James R. Leva, Chairman, President and Chief Executive Officer, were determined in this manner. The contribution of the executive officers and Mr. Leva, in particular, to the Corporation's success made it appropriate, in the opinion of the Board, to increase 1993 salary levels. - 23 - March 25, 1994 Incentive Compensation Program The Incentive Compensation Program provides an annual incentive opportunity for executives. Specific business objectives are determined in advance and targeted award levels set so that, if the objectives are achieved, the actual bonus awards will be at competitive levels. If results are not achieved, awards, if any, will be below target levels; if targeted results are exceeded, awards will be above target although the total awards for all officers cannot exceed 125 percent of target. No awards can be made in any year in which dividends are not declared or paid on GPU common stock. The business objectives which serve as the basis for awards are a combination of the performance of GPU as a corporation, the performance of the executive's employer company and the achievement of the executive's individual objectives. GPU corporate performance determines the total dollars available and each subsidiary's results determine its share of the total dollars. GPU corporate performance measures are return on equity (40 percent), nuclear safety (30 percent), customer cost as compared to neighboring utilities (15 percent) and quality of customer service defined as average interrupted minutes of service (15 percent). These measures have been developed to reflect the - 24 - March 25, 1994 Corporation's responsibilities to each of its major constituencies - shareholders, customers and the general public. For the Corporation's operating electric companies, JCP&L, Met- Ed, and Penelec, performance measures are earnings (40 percent), budget management (25 percent), customer cost (20 percent) and quality of service (15 percent). For GPUN, measures are nuclear safety (50 percent), power generation (25 percent) and budget management (25 percent). GPUSC measures are a weighted average of the other companies'. Final awards for each executive also reflect the executive's individual performance and contribution to the achievement of the corporate objectives. This portion of the total award is based on the Board's subjective assessment of the executive's contribution. The incentive awards for executive officers and for Mr. Leva reflected overall results that were slightly above target. Revenue increases combined with strict budget management resulted in the ROE objective being exceeded. Nuclear safety objectives were also exceeded. Neither the customer cost nor the quality of service objectives was fully achieved. Severe storms in the first quarter resulted in large scale service interruptions and were the primary cause of missing the quality of service objective. - 25 - March 25, 1994 Individual system company results varied. GPUN exceeded each of its objectives. Among the three operating companies, all exceeded earnings objectives; two exceeded the budget management objective while the third was slightly below target. All three fell below objective in customer cost and one achieved the quality of service objective while the other two did not. Individual awards to executives and Mr. Leva reflected these results as well as their individual contributions. Mr. Leva's award was above the targeted level reflecting the achievement of corporate results and his individual contribution to the achievement of those results. Mr. Leva's individual achievements for 1993 included direction of an extensive strategic planning effort to position GPU to compete effectively in a deregulated market. As part of this effort, Mr. Leva also took the lead in developing a corporate vision for GPU and a comprehensive set of corporate values which will serve as a guide to all employees as they work to meet the challenges posed by changes occurring within the electric utility industry. Mr. Leva's personal leadership was considered crucial to the success of the vision effort, as he generated employee input during the process and took the lead in communicating the vision and values throughout the Corporation. - 26 - March 25, 1994 Operationally, the Corporation performed exceptionally well under Mr. Leva's guidance. The nuclear plants had an outstanding year, operating at capacity factors well above industry averages. Refueling outages were managed more cost-effectively and the plants earned a financial reward for GPU under the New Jersey Performance Standard for both 1992-93 and 1993-94. Under Mr. Leva's leadership, GPU achieved record earnings, both in dollars and on a per-share basis during 1993. In addition, the Corporation continued to provide total return (dividends plus share price increase) to its shareholders of 18 percent, compared with 12 percent for the average electric utility. Mr. Leva and the management team have successfully positioned GPU in the forefront of electric utilities taking a responsible position on environmental issues. In support of the Clean Air Act of 1990, the Corporation made major investments in scrubbers to reduce emissions from a coal-fired generating station. GPU has also pledged support for the U.S. Department of Energy's program of voluntary reduction of greenhouse gases. In addition, Penelec's successful testing of a new coal water slurry process demonstrated that the procedure can reduce coal use significantly by turning waste particles into low-emission fuel. - 27 - March 25, 1994 Again, under Mr. Leva's direction, GPU and its senior management have taken leadership positions within our service territory communities. In addition to their efforts in economic development, they strongly support, with contributions of both time and expertise, a full range of volunteer activities, with an emphasis on education programs and projects. For example, after-school homework centers, funded by the operating companies and staffed by employee volunteers, have been established in a low-income housing development and in a middle school; employees work with teachers to create vital comprehensive "real world" lesson plans for their students; and employees are encouraged to visit classrooms as guest speakers, describing their jobs and the skills needed to succeed in today's workforce. These accomplishments supported the Incentive Compensation awards approved by the Board. 1990 Stock Plan Awards in 1993 under the Stock Plan were made in the form of restricted share units. These units give the recipient the right to receive shares of GPU stock (or cash at the discretion of the Committee) at the end of the vesting period which is normally five years. Dividend equivalents are made in the form of additional units over the vesting period. The value of the award - 28 - March 25, 1994 when the grant vests is determined by the value of GPU stock and GPU dividends, thus linking this component of executive compensation to changes in shareholder value. The Plan provides for the use of other stock vehicles such as stock options and stock appreciation rights; however, the Board determined that the use of restricted share units provides the closest relationship to shareholder value. The terms of the 1993 grants include an additional link to shareholder value by providing for a cash payment at the time the units vest if GPU's total shareholder return over the vesting period exceeds the total return of the companies in the Edison Electric Institute's Index of Investor Owned Utilities. This cash payment is intended to allow executives to satisfy their income tax obligation on the vesting shares and continue to hold the shares so that the link between shareholders and executives is continued. Because executives who resign before retirement normally forfeit their restricted units, the Stock Plan awards also serve as a retention device. Several factors are considered in determining the size of actual grants to executives. Target levels are set so that the total direct compensation package, including awards under this plan, - 29 - March 25, 1994 provides a competitive level of compensation. The Board also considers individual executive performance and contribution and the size of awards previously granted. These factors are not weighted, and, as with base salary, the Board uses subjective judgment in its final decision. The 1993 grant for Mr. Leva was 4,000 units. This grant reflected the factors described. Personnel and Compensation Committee Members Donald J. Bainton Theodore H. Black Henry F. Henderson, Jr. Catherine A. Rein - 30 - March 25, 1994 SUMMARY COMPENSATION TABLE Annual Compensation Long-Term Compensation Awards
Other Name and Annual Restricted All Other Principal Compen- Stock/Unit Compen- Position Year Salary Bonus sation(1) Awards(2) sation James R. Leva 1993 $ 523,750 $189,000 $ - $124,000 $ 57,494(3) Chairman, President and 1992 441,304 150,000 - 98,800 40,804 Chief Executive Officer, 1991 262,500 67,000 - 46,000 23,610 General Public Utilities Corporation Ira H. Jolles 1993 314,750 69,000 - 49,600 25,607(4) Senior Vice President 1992 301,250 62,500 - 48,100 21,948 and General Counsel, 1991 288,500 57,000 - 46,000 16,313 General Public Utilities Corporation Philip R. Clark 1993 291,250 80,000 911 48,825 43,308(5) President, GPU 1992 276,250 75,000 790 46,800 33,901 Nuclear Corporation 1991 262,500 57,000 551 46,000 23,530 Robert L. Wise 1993 278,250 67,000 - 43,710 28,753(6) President, Pennsylvania 1992 266,250 55,000 - 42,900 21,311 Electric Company 1991 251,250 54,000 - 46,000 14,514 John G. Graham 1993 261,250 59,000 - 41,850 41,518(7) Senior Vice President 1992 248,750 51,500 - 40,300 30,606 and Chief Financial Officer, 1991 243,750 40,000 - 34,500 32,330 General Public Utilities Corporation (1) "Other Annual Compensation" is composed entirely of the above-market interest accrued on the pre-retirement portion of deferred compensation. (2) Number and value of aggregate restricted shares/units at the end of 1993 (dividends are paid or accrued on these restricted shares/units and reinvested): Aggregate Shares/Units Aggregate Value James R. Leva 11,000 $295,350 Ira H. Jolles 6,850 $174,675 Philip R. Clark 6,575 $168,175 Robert L. Wise 6,260 $159,160 John G. Graham 5,550 $142,094 (3) Consists of the Corporation's matching contributions under the Savings Plan ($9,434), matching contributions under the non-qualified deferred compensation plan ($11,516), the imputed interest on employer paid premiums for split-dollar life insurance ($26,105), and above-market interest accrued on the retirement portion of deferred compensation ($10,439). - 31 - March 25, 1994 (4) Consists of the Corporation's matching contributions under the Savings Plan ($9,434), matching contributions under the non-qualified deferred compensation plan ($3,156), the imputed interest on employer paid premiums for split-dollar life insurance ($12,689), and above-market interest accrued on the retirement portion of deferred compensation ($328). (5) Consists of the Corporation's matching contributions under the Savings Plan ($9,434), matching contributions under the non-qualified deferred compensation plan ($2,216), the imputed interest on employer paid premiums for split-dollar life insurance ($18,152), and above-market interest accrued on the retirement portion of deferred compensation ($13,506). (6) Consists of the Corporation's matching contributions under the Savings Plan ($9,434), matching contributions under the non-qualified deferred compensation plan ($1,696), the imputed interest on employer paid premiums for split-dollar life insurance ($5,286), and above-market interest accrued on the retirement portion of deferred compensation ($12,337). (7) Consists of the Corporation's matching contributions under the Savings Plan ($9,429), matching contributions under the non-qualified deferred compensation plan ($1,016), the imputed interest on employer paid premiums for split-dollar life insurance ($10,433), and above-market interest accrued on the retirement portion of deferred compensation ($20,640).
- 32 - March 25, 1994 LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR Estimated future payouts under non-stock price based plans(1) Performance Number of or other shares, period until units or maturation Target Name other rights or payout ($ or #) James R. Leva 4,000 5 years $86,450 Ira H. Jolles 1,600 5 years $39,520 Philip R. Clark 1,575 5 years $34,040 Robert L. Wise 1,410 5 years $30,474 John G. Graham 1,350 5 years $29,177 ______________________ (1) The 1990 Stock Plan for Employees of General Public Utilities Corporation and Subsidiaries also provides for a Performance Cash Incentive Awards in the event that the annualized GPU Total Shareholder Return exceeds the annualized Industry Total Return (Edison Electric Institute's Investor-Owned Electric Utility Index) for the period between the award and vesting dates. These payments are designed to compensate recipients of restricted stock/unit awards for the amount of federal and state income taxes that will be payable upon the restricted stock/units that are vesting for the recipient. The amount is computed by multiplying the applicable gross-up percentage by the amount of gross income the recipient recognizes for federal income tax purposes when the restrictions lapse. The estimated amounts above are computed based on the number of restricted units awarded for 1993 multiplied by the 1993 year-end market value of $30.875. Actual payments would be based on the market value of GPU common stock at the time the restrictions lapse and may be different from those indicated above. - 33 - March 25, 1994 Comparison Chart goes here - 34 - March 25, 1994 Employment, Termination and Change-in-Control Arrangements Mr. Jolles Retirement and Disability - If Mr. Jolles retires on or after his normal retirement date (the last day of the month in which he attains age 65), he will receive (in addition to his benefits under GPUSC's employee retirement plans) a supplemental retirement pension from GPU System sources equal to the additional pension he would have received under the GPUSC employee retirement plans as if he had an additional 20 years of past creditable service. If Mr. Jolles reaches his normal retirement date while he is receiving disability income under GPUSC's disability income plans, he will thereafter receive a supplemental retirement pension from GPU System sources equal to the additional pension he would have been paid under GPUSC's employee retirement plans as if he had an additional 20 years of past creditable service. Termination - (i) If Mr. Jolles' employment within the GPU System terminates "involuntarily," as defined, within two years following the occurrence of a "change in control" of GPU, as defined, or without cause, he shall receive from GPU System sources a supplemental retirement pension which would have been paid to him under GPUSC's employee retirement plans as if he had an additional 20 years of past creditable service. (ii) If, however, his employment terminates for any other reason (except - 35 - March 25, 1994 upon retirement or death), he will receive from GPU System sources a supplemental retirement pension equal to the additional pension he would have been paid under GPUSC's employee retirement plans as if he had additional years of creditable service ranging from two years up to a maximum of 20 years depending upon his years of actual employment by GPUSC at the time of termination. He will also receive from GPU System sources the amount of any pension not paid to him under GPUSC's employee retirement plans by reason of his not having met applicable vesting requirements. Death - In the event of Mr. Jolles' death before he begins receiving benefits under GPUSC's employee retirement plans, his surviving spouse, if any, shall receive such benefits during her lifetime, together with the supplemental retirement pension benefits which would have been payable to him as described in paragraph (ii) above. Other - To the extent relevant to the level of benefits payable to Mr. Jolles under the other benefit plans provided for senior GPU executives, he will be treated as having the years of creditable service as described in paragraph (ii) above. - 36 - March 25, 1994 Retirement Plans The GPU System pension plans provide for pension benefits, payable for life after retirement, based upon years of creditable service with the GPU System and the employee's career average compensation as defined below. Under federal law, an employee's pension benefits that may be paid from a qualified trust under a qualified pension plan such as the GPU System plans are subject to certain maximum amounts. The GPU System companies also have adopted non-qualified plans providing that the portion of a participant's pension benefits which, by reason of such limitations or source, cannot be paid from such a qualified trust shall be paid directly on an unfunded basis by the participant's employer. The following table illustrates the amount of aggregate annual pension from funded and unfunded sources resulting from employer contributions to the qualified trust and direct payments payable upon retirement in 1994 (computed on a single life annuity basis) to persons in specified salary and years of service classifications: - 37 - March 25, 1994 ESTIMATED ANNUAL RETIREMENT BENEFITS (2) (3) (4) BASED UPON CAREER AVERAGE COMPENSATION (1994 Retirement)
Career Average Compen- 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years sation(1) of Service of Service of Service of Service of Service of Service of Service $ 50,000 $ 9,410 $ 14,114 $ 18,819 $ 23,524 $ 28,229 $ 32,934 $ 37,356 100,000 19,410 29,114 38,819 48,524 58,229 67,934 76,956 150,000 29,410 44,114 58,819 73,524 88,229 102,934 116,556 200,000 39,410 59,114 78,819 98,524 118,229 137,934 156,156 250,000 49,410 74,114 98,819 123,524 148,229 172,934 195,756 300,000 59,410 89,114 118,819 148,524 178,229 207,934 235,356 350,000 69,410 104,114 138,819 173,524 208,229 242,934 274,956 400,000 79,410 119,114 158,819 198,524 238,229 277,934 314,556 450,000 89,410 134,114 178,819 223,524 268,229 312,934 354,156 500,000 99,410 149,114 198,819 248,524 298,229 347,934 393,756 550,000 109,410 164,114 218,819 273,524 328,229 382,934 433,356 600,000 119,410 179,114 238,819 298,524 358,229 417,934 472,956 650,000 129,410 194,114 258,819 323,524 388,229 452,934 512,556 700,000 139,410 209,114 278,819 348,524 418,229 487,934 552,156 750,000 149,410 224,114 298,819 373,524 448,229 522,934 591,756 800,000 159,410 239,114 318,819 398,524 478,229 557,934 631,356 ______________ (1) Career Average Compensation is the average annual compensation received from January 1, 1984 to retirement and includes Base Salary, Deferred Compensation and Incentive Compensation Plan awards. The career average compensation amounts for the following named executive officers differ by more than 10% from the three year average annual compensation set forth in the Summary Compensation Table and are as follows: Messrs. Leva - $314,964; Clark - $261,317; Wise - $222,558 and Graham - $238,029. - 38 - March 25, 1994 - 39 - March 25, 1994 (2) Years of Creditable Service: Messrs. Leva - 42 years; Jolles - 10 years; Clark - 17 years; Wise - 30 years; and Graham - 24 years. (3) Based on an assumed retirement at age 65 in 1994. To reduce the above amounts to reflect a retirement benefit assuming a continual annuity to a surviving spouse equal to 50% of the annuity payable at retirement, multiply the above benefits by 90%. The estimated annual benefits are not subject to any reduction for Social Security benefits or other offset amounts. (4) Annual retirement benefit cannot exceed 55% of the average compensation received during the last three years prior to retirement. In addition to amounts payable under the plans, Mr. Leva is entitled to receive upon his retirement pension payments of $4,140 annually. Remuneration of Directors Non-employee directors receive an annual retainer of $15,000, a fee of $1,000 for each Board meeting attended and a - 40 - March 25, 1994 fee of $1,000 for each Committee meeting attended. Committee Chairmen receive an additional retainer of $2,500 per year. Retirement Plan for Outside Directors Under the Corporation's Retirement Plan for Outside Directors, an individual who completes 54 months of service as a non-employee director is entitled to receive retirement benefits equal to the product of (A) the number of months of service completed and (B) the monthly compensation paid to the director at the date of retirement. Retirement benefits under this plan are payable to the directors (or, in the event of death, to designated beneficiaries) in monthly installments of 1/12 of the sum of (x) the then annual retainer paid at time of retirement plus (y) the cash value of the last award under the Restricted Stock Plan for Outside Directors per month, over a period equal to the director's service as such, unless otherwise directed by the Personnel and Compensation Committee, commencing at the later of age 60 or upon retirement. As of December 31, 1993, the following directors had at least 54 months of service: Director Months of Service Louis J. Appell, Jr. 251 Donald J. Bainton 138 Theodore H. Black 70 Thomas B. Hagen 70 Henry F. Henderson 59 - 41 - March 25, 1994 Paul R. Roedel 180 John M. Pietruski 59 Catherine A. Rein 59 Patricia K. Woolf 125 Restricted Stock Plan for Outside Directors The Corporation has adopted a Restricted Stock Plan for Outside Directors ("Directors Plan") which was initially approved by stockholders at the 1989 Annual Meeting. Under the Directors Plan, each director who is not an employee of the Corporation or any of its subsidiaries ("Outside Director") is paid a portion of his or her annual compensation in the form of 300 shares of GPU common stock. A total of 40,000 shares of GPU common stock (subject to adjustment for stock dividends, stock splits, recapitalizations and other specified events) has been authorized for issuance under the Directors Plan. Any shares awarded which are forfeited as provided by the Directors Plan will again be available for issuance. Shares of common stock are awarded to Outside Directors on the condition that the director serves or has served as an Outside Director until (i) death or disability, (ii) failure to stand for re-election at the end of the term upon reaching - 42 - March 25, 1994 age 70, (iii) resignation or failure to stand for re-election with the consent of the Board, which is defined in the Directors Plan to mean approval thereof by at least 80% of the directors other than the affected director or (iv) failure to be re-elected to the Board after being duly nominated. Termination of service for any other reason, including any involuntary termination effected by action or inaction of the Board, will result in forfeiture of all shares awarded. Until termination of service, an Outside Director may not dispose of any shares of common stock awarded under the Directors Plan, but has all other rights of a shareholder with respect to such shares, including voting rights and the right to receive all cash dividends paid with respect to awarded shares. - 43 - March 25, 1994 2. RATIFICATION OF SELECTION OF COOPERS & LYBRAND AS INDEPENDENT AUDITOR FOR THE YEAR 1994 The Board of Directors has selected the firm of Coopers & Lybrand ("C&L"), independent certified public accountants, to audit the accounts of the Corporation for 1994. Although submission to stockholders of the appointment of the independent auditor is not required by law, the Board, in accordance with its long-standing policy of seeking annual stockholder ratification of the selection of auditors, believes it appropriate that such selection be ratified by the stockholders. C&L has acted as the auditor for the Corporation and its subsidiaries since 1946. C&L has advised the Corporation that neither that firm nor any of its partners has any direct or indirect material relationship with the Corporation or its subsidiaries. The services rendered by C&L for 1993 included an audit of the consolidated financial statements of the Corporation and its subsidiaries for the year ending December 31, 1993 contained in the annual report to stockholders and audits of the individual and consolidated financial statements of the Corporation and its subsidiaries and related schedules filed annually with the Securities and Exchange Commission. C&L also performed audits as necessary to report upon compliance with the accounting requirements of the Federal Energy Regulatory Commission for certain financial statements included in the reports which are - 44 - March 25, 1994 required to be filed annually with that Commission by the subsidiary companies. Also, C&L audited the 1993 financial statements of the various pension and benefit plans of the Corporation and subsidiaries to be included in reports required to be filed with the Department of Labor and the Securities and Exchange Commission. Fees paid to C&L for 1993 for services aggregated $1,210,000 excluding reimbursement for out-of-pocket expenses. It is expected that representatives of C&L will be present at the Annual Meeting, will be available to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so. STOCKHOLDER PROPOSAL 3. STOCKHOLDER PROPOSAL Immaculate Heart Missions, 4651 North 25th Street, Arlington, VA 22207, the holder of 6,100 shares of GPU common stock, has informed GPU that it plans to present the following resolution for action by the stockholders at the Annual Meeting: - 45 - March 25, 1994 UTILITIES, ENERGY CONSERVATION, CARBON DIOXIDE EMISSIONS AND CLIMATE CHANGE WHEREAS WE BELIEVE: The U.S. performs poorly in energy efficiency, compared to other industrialized countries, ranking 9th out of the 10 OECD nations, and using nearly twice as much energy per dollar of GNP as Japan, West Germany, or Sweden; Electric utilities are the single largest source of carbon dioxide (CO2) accounting for 35% of emissions nationwide. CO2 in turn represents about half of all greenhouse gases (far more than any other gas) involved in the trapping of solar heat and greenhouse warming which cause climate change. The risk of climate change - to economic welfare, public health, environmental stability, agricultural production, and possible rises in sea level - would affect many people both in the U.S. and around the world; Numerous world leaders have attested to the importance and urgency of reducing CO2 emissions. Many scientists have called for 20% reductions in CO2 emissions by the year 2000. Some 20 countries are already taking action so that their CO2 emissions in 2000 will not exceed 1990 levels. Some U.S. corporations have adopted 20% reduction goals for their own energy consumption and CO2 emissions by the year 2000 or even sooner. - 46 - March 25, 1994 We believe our Company plays an important role in controlling CO2 emissions, through its fuel choices, its choices of which plants it runs when, and its ratepayer efficiency programs known as Demand-Side Management (DSM). Great opportunities exist to reduce CO2 by investing in DSM and generating electricity with cleaner and more renewable sources of energy. Given the long lead times required to build large new power plants and the associated regulatory risks, energy options which lower CO2 emissions can create financial security for our Company by reducing or eliminating the need for new electricity-generating capacity; Integrating CO2 reductions into planning now will also minimize the risk of expensive compliance with probable future CO2 regulations. In states where the regulatory framework allows, DSM can also become an increasingly important source of profits. Our company can achieve financial and regulatory stability by demonstrating environmental leadership in this area. All these measures would enhance the Company's image and shareholder value. RESOLVED, that shareholders request our Company to issue a report, prepared at reasonable cost and omitting proprietary information, on the potential for large capital costs to the company if standards on carbon dioxide emissions are imposed; the projected amount of such costs; and company plans to use alternative energy sources. - 47 - March 25, 1994 SUPPORTING STATEMENT Demonstrating leadership in reducing the impacts of climate change can give the Company stability in the future, especially as pollution control becomes stricter and power plants are targeted as major offenders. By taking appropriate measures, our Company can protect both its short-and long-term financial health and shareholder value. Shareholders seeking to minimize the costs of climate change -- both to the company and to society at large -- should vote FOR this resolution are putting their concern on the record and asking for a response by our Company. The Board of Directors recommends that stockholders vote AGAINST this proposal. The proposal requests that the Corporation prepare a report "on the potential for large capital costs to the Company if standards on carbon dioxide emissions are imposed" and "the projected amount of such costs." No federal or state legislation has been enacted, or is, to the Corporation's knowledge presently pending, which regulates carbon dioxide emissions by electric utility companies, including the GPU System companies. Whether such legislation will ultimately be enacted cannot be predicted. Moreover, the precise form any such legislation might take is subject to numerous variables, such as how emissions will be - 48 - March 25, 1994 calculated, the phase-in-period, if any, whether credits for prior CO2 reductions will be allowed, the extent to which existing facilities might be grandfathered, and the like. As a result, the Corporation does not believe that it can with any reasonable certainty predict the CO2 emissions standards upon which to make the projections requested by the proposal. Consequently, any such report would be entirely speculative. In previously published reports, the Corporation has stated that federal and state environmental initiatives to address, among other concerns, "global warming," may result in "substantial additional costs" to the Corporation. Any attempt to quantify the possible future costs of compliance with unknown standards, as called for by the proposal, would, in the Board's view, be so speculative as to be of little, if any, use to stockholders. Thus, the Board does not believe that this part of the proposal is in the best interests of stockholders. The proposal also requests a report on "Company plans to use alternative energy sources." The Corporation is strongly committed to providing its customers with a reliable power supply through both the traditional means of utility-owned generation as well as through the continued promotion of economic energy conservation and load management programs, including demand-side management initiatives, together with power purchases from non- utility generators and other sources. Information regarding the Corporation's efforts on this score is already publicly available - 49 - March 25, 1994 in the reports filed by the GPU System companies with the SEC and with state agencies. By way of example, the Annual Reports on Form 10-K of the Corporation and its electric operating company subsidiaries discuss in detail the GPU System's programs to conserve energy through demand-side management initiatives. In addition, each of GPU's electric operating subsidiaries files annual resource plans with its state regulatory commission. The Board therefore believes that preparation of a further report specifically addressed to the GPU System's alternative energy plans would involve needless expense which should not be borne by the stockholders at large and that this portion of the proposal, as well, is not in the best interests of the stockholders. For these reasons, the Board believes the proposal is not in the best interests of the stockholders and recommends a vote AGAINST the proposal. OTHER MATTERS The Board of Directors does not intend to bring any other matters before the meeting and it is not informed of any other business which others may bring before the meeting. However, if any other matters should properly come before the meeting, or any adjournment thereof, it is the intention of the persons named in the accompanying Proxy to vote on such matters as they, in their discretion, may determine. - 50 - March 25, 1994 GPU will pay all costs of soliciting Proxies in the accompanying form. Solicitation will be made by mail, and directors and officers of GPU, and officers and employees of GPUSC, may also solicit Proxies by telephone, telegraph or personal interview. The Corporation has also retained Chemical Bank to aid in the solicitation of Proxies, at an estimated cost of $8,000, plus reimbursement of reasonable out-of-pocket expenses. In addition, GPU will request persons who hold stock in their names for others to forward copies of this proxy soliciting material to them, and to request authority to execute Proxies on the accompanying form, and will reimburse such persons for their out-of-pocket and reasonable clerical expenses in doing this. - 51 - March 25, 1994 Compliance with Section 16(a) of the Securities Exchange Act Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's executive officers and directors, and persons who beneficially own more than ten percent of the Corporation's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Corporation with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, or written representations from these reporting persons, the Corporation believes that, during 1993 all such filing requirements applicable to its officers and directors (the Corporation not being aware of any ten percent holder) were complied with, with the exception that a report relating to one transaction involving the redemption by Pennsylvania Electric Company of shares of its cumulative preferred stock owned by Mr. Appell's wife was filed five days late. - 52 - March 25, 1994 Deadline for Stockholder Proposals If a stockholder wishes to submit a proposal for inclusion in the Proxy Statement for the 1995 Annual Meeting of Stockholders, such proposal must be received by the Corporation not later than December 2, 1994. March 31, 1994 By order of the Board of Directors, MARY A. NALEWAKO, Secretary YOUR VOTE IS IMPORTANT You are encouraged to voice your preference by marking the appropriate boxes on the enclosed Proxy. However, it is not necessary to mark any boxes if you wish to vote in accordance with the directors' recommendations; merely sign, date and return the Proxy in the enclosed postpaid envelope. - 53 - March 25, 1994 GENERAL PUBLIC UTILITIES CORPORATION Proxy Solicited by the Board of Directors for Annual Meeting to be held at 10:00 A.M. May 5, 1994 Holiday Inn 250 Market Street Johnstown, Pennsylvania The undersigned hereby appoints J. G. Graham, F. A. Donofrio, and M. A. Nalewako, and each or any of them, proxies to represent the undersigned at the Annual Meeting of Stockholders, and at any adjournment thereof, and thereat to vote all the shares of stock which the undersigned would be entitled to vote, with all the power the undersigned would possess if personally present, with full power of substitution, upon the following items as set forth in the Notice of Annual Meeting and Proxy Statement, each dated March 31, 1994 (receipt of which is hereby acknowledged), and in their discretion upon such other matters, if any, as may properly come before the meeting. Said proxies are instructed to vote for or against proposals, as indicated by the undersigned (or, if no indication is given, for Proposals 1 and 2 and against Proposal 3). You are encouraged to voice your preference by marking the appropriate boxes on the other side. However, you need not mark any boxes if you wish to vote in accordance with the directors' recommendations; just sign on the other side. (continued and to be signed on the other side)
Please mark| X | your votes The Directors Recommend a Vote "FOR" Proposals 1 and 2: as this
CHECK HERE IF YOU PLAN TO | | ATTEND THE MEETING. COMMON DIVIDEND REINVESTMENT SHARES 1 - Election of four Class III Directors. FOR all nominees listed on WITHHOLD AUTHORITY NOMINEES: Hagen, Roedel, the right (except as marked to vote for all nominees Trost and Woolf(Instruction: to the contrary on the right) listed on the right To withhold authority to __ __ vote for any individual | | | | nominee, print that |__| |__| nominee's name in the space provided below.) ________________________ Dated 1994 Signature Signature if held jointly 2 - Ratification of the Selection of Coopers & Lybrand __________________________ as Auditor. Please date and sign In case of joint owners, FOR AGAINST ABSTAIN EACH joint owner should sign. When signing | | | | | | as attorney, executor, | | | | | | administrator, trustee, guardian, corporate officer, etc, give full title. The Directors recommend a vote "AGAINST" Proposal 3 3 - Stockholder Proposal as set forth in the accompanying Proxy Statement. FOR AGAINST ABSTAIN | | | | | | | | | | | | A0002953 12-93 Please mark your votes as this | X | CHECK HERE IF YOU PLAN TO | | ATTEND THE MEETING. COMMON DIVIDEND REINVESTMENT SHARES 1 - Election of four Class III Directors. FOR all nominees listed on WITHHOLD AUTHORITY NOMINEES: Hagen, Roedel, the right (except as marked to vote for all nominees Trost and Woolf(Instruction: to the contrary on the right) listed on the right To withhold authority to __ __ vote for any individual | | | | nominee, print that |__| |__| nominee's name in the space provided below.) ________________________ Dated 1994 Signature Signature if held jointly 2 - Ratification of the Selection of Coopers & Lybrand __________________________ as Auditor. Please date and sign In case of joint owners, FOR AGAINST ABSTAIN EACH joint owner should sign. When signing | | | | | | as attorney, executor, | | | | | | administrator, trustee, guardian, corporate officer, etc, give full title. The Directors recommend a vote "AGAINST" Proposal 3 3 - Stockholder Proposal as set forth in the accompanying Proxy Statement. FOR AGAINST ABSTAIN | | | | | | | | | | | | If you are planning to attend the meeting, remember to obtain from the record holder a letter or other evidence for your beneficial ownership of shares in GPU to facilitate your admittance to the meeting.
STATEMENT OF DIFFERENCES PROXY STATEMENT & PROXY CARD DESCRIPTION DIFFERENCE DESCRIPTION 1.Proxy Statement first Size 6 11/16" x 7 3/4" flat, page is the Notice. 22 pages, soft white opaque, Pages 1 - 50 are the black ink printing. Proxy Statement. 2.Contains pictures of Pictures are black and white Directors on pages 7 1" x 1 1/2". through 14, plus names and biographies. 3.All separate standing headings are in bold type size 12 point type and leaded 4 points. 4.Page 32 contains a Comparison Chart which was filed under Form SE. Exhibit filed March 28, 1994. 5.Proxy Cards are two OCR is a card that can be types, one is an OCR card read by machine and is used which is 8 1/2" x 4 3/4" for registered holders. with black printing where holder name appears and votes, back side is printed in black ink. 6.Same as above except This is for brokers and will be Blue Color nominees to send to their and all Black Printing. clients who are beneficial holders. 7.The pages in the The printed and distributed electronic document do document will have fewer not correspond to the pages than the filed pages in the printed document because there is document. more material on each page of the printed document. -----END PRIVACY-ENHANCED MESSAGE-----