-----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, Ol4j4OzSCeHZeGwqx88WWQDk5p5fnm+Uf6ejYy2CiBBrZr4+SCBov2bTbyonutEO ccyMRaVaNuf/iV6d+UUeGg== 0000040779-94-000029.txt : 19940701 0000040779-94-000029.hdr.sgml : 19940701 ACCESSION NUMBER: 0000040779-94-000029 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06047 FILM NUMBER: 94536785 BUSINESS ADDRESS: STREET 1: 100 INTERPACE PKWY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2012636500 11-K 1 REPORT-GPU 11-K - EMPLOYEE SAVINGS PLAN 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, 1993 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 GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY SYSTEM COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES (Full Title of the Plan) GENERAL PUBLIC UTILITIES CORPORATION 100 Interpace Parkway Parsippany, New Jersey 07054-1149 (Name of Issuer of the securities held pursuant to the Plan and address of its principal executive office) GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY SYSTEM COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES Signature Page 2 Consent of Independent Accountants Exhibit 24 Report on Audits of Financial Statements Exhibit 28 for the Years Ended December 31, 1993 and 1992 1 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. General Public Utilities Corporation and Subsidiary System Companies Employee Savings Plan for Nonbargaining Employees Date: June 29, 1994 By: /s/ F. A. Donofrio F. A. Donofrio Chairman Administrative Committee 2 EX-99 2 EXHIBIT INDEX FOR GPU 11-K EXHIBIT INDEX GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY SYSTEM COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES Consent of Independent Accountants Exhibit 24 Report on Audits of Financial Statements Exhibit 28 for the Years Ended December 31, 1993 and 1992 EX-24 3 EXHIBIT 24 FOR GPU 11-K Exhibit 24 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of General Public Utilities Corporation on Form S-8 (File No. 33-32325) of our report dated April 22, 1994, on our audits of the financial statements of the General Public Utilities Corporation Employee Savings Plan for Nonbargaining Employees as of December 31, 1993 and 1992 and for the years then ended, which report is included in this Annual Report on Form 11-K. COOPERS & LYBRAND 2400 Eleven Penn Center Philadelphia, Pennsylvania June 24, 1994 EX-28 4 EXHIBIT 28 FOR GPU 11-K Exhibit 28 GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY SYSTEM COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES REPORT ON AUDITS OF FINANCIAL STATEMENTS for the years ended December 31, 1993 and 1992 GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY SYSTEM COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES INDEX OF FINANCIAL STATEMENTS _______ Pages Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1993 and 1992 3 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1993 and 1992 4 Notes to Financial Statements 5-14 1 REPORT OF INDEPENDENT ACCOUNTANTS To the Administrative Committee of the General Public Utilities Corporation and Subsidiary System Companies Employee Savings Plan for Nonbargaining Employees: We have audited the accompanying statements of net assets available for plan benefits of the General Public Utilities Corporation and Subsidiary System Companies Employee Savings Plan for Nonbargaining Employees (the "Plan") as of December 31, 1993 and 1992, 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 management of the Plan. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we 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. We believe that our audits provide a reasonable basis for our opinion. In our 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, 1993 and 1992, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. COOPERS & LYBRAND 2400 Eleven Penn Center Philadelphia, Pennsylvania April 22, 1994 2 GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY SYSTEM COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 and 1992 _______ 1993 1992 Investments in GPU System Companies Master Savings Plan Trust, at fair value $290,843,124 $227,698,237 Participant loans receivable 9,616,944 8,221,052 Net assets available for plan benefits $300,460,068 $235,919,289 The accompanying notes are an integral part of the financial statements. 3 GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY SYSTEM COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the years ended December 31, 1993 and 1992 _______ 1993 1992 Balances, beginning of year $235,919,289 $193,519,914 Increases: Contributions: Employee 20,366,229 18,257,751 Employer 10,442,116 9,814,681 Transfers from affiliated pension plans 900,005 746,798 Transfers from affiliated savings plans 984,561 613,859 Transfers from GPU System Master Retirement Trust - 91,370 Interest on loans 735,598 656,357 Net investment gain in GPU System Companies Master Savings Plan Trust or GPU System Master Retirement Trust 36,858,249 20,309,230 70,286,758 50,490,046 Decreases: Distributions and withdrawals 5,745,979 8,090,671 Balances, end of year $300,460,068 $235,919,289 The accompanying notes are an integral part of the financial statements. 4 GENERAL PUBLIC UTILITIES CORPORATION AND SUBSIDIARY SYSTEM COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES NOTES TO FINANCIAL STATEMENTS _______ 1. General Description of the Plan: The following description of the General Public Utilities Corporation and Subsidiary System Companies Employee Savings Plan for Nonbargaining Employees ("Plan") provides only general information on the provisions of the Plan in effect on December 31, 1993. Participants should refer to the Benefits Handbook and the Plan document and prospectus for a more complete description of the Plan's provisions. General: The Plan is a defined contribution plan. In general, all nonbargaining employees of General Public Utilities Corporation and Subsidiary System Companies ("Companies") are eligible to participate after completing six months of service on a full-time basis. 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. The Companies generally absorb all administrative costs of the Plan, except for certain trust administration costs which are paid out of plan assets held in the trust. A participant is eligible to transfer his account to an affiliated savings plan upon a change in his employment status. The Plan contains additional employer contributions and employee savings features. Participants have the option to transfer their 2% accounts in the Pension Plans to the Savings Plan. Participants may also "rollover" certain distributions received from other qualified plans to the Savings Plan. Contributions: The Plan provides two contribution options to a participant. Subject to certain limitations set forth in the Plan, the participant may elect (1) to have his base compensation reduced by an amount equal to any whole percentage (before- tax 401(k) contributions) which is contributed on behalf of the employee by the Company; and/or (2) to contribute by payroll deduction any whole percentage of base compensation (after-tax). Continued 5 1. General Description of the Plan, continued: Matching Program: The Companies provide a matching contribution to the Plan, on behalf of each participant, in an amount up to 100% of a participant's aggregate contributions up to 4% of the participant's base salary. Investment Funds: Participants may elect to have their Plan accounts invested in one or more of the following six investment options: . Units of interest in an "Interest Income Fund," formerly the "Fixed Fund," managed by Fidelity Management Trust Company, the assets of which are invested primarily in contracts issued by insurance companies, banks or other financial institutions, and which has the objective of obtaining a relatively stable level of current income consistent with the preservation of capital and a high degree of liquidity. As of September 1, 1992, this option replaced the Plan's "GIC Fund" option. . Shares of the Fidelity Intermediate Bond Fund, an open end mutual fund, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of obtaining a high level of current income by investing in investmentgrade, fixed income obligations. As of September 1, 1992, this option replaced the Plan's "Income Fund" option. . Shares of the Fidelity Puritan Fund, an open end mutual fund, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of obtaining a balance between capital appreciation, preservation of capital and generation of income. As of September 1, 1992, this option replaced the Plan's "Balanced Fund" option. . Shares of the Fidelity Retirement Growth Fund, an open end mutual fund to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of providing the opportunity for significant capital appreciation. As of September 1, 1992, this option replaced the Plan's "Growth Stock Fund" option. . Shares of General Public Utilities Corporation ("GPU") common stock. As of September 1, 1992, this option replaced the Plan's "GPU Stock Fund" option. Continued 6 1. General Description of the Plan, continued: Investment Funds, continued: . Shares of the Fidelity U.S. Equity Index Commingled Pool Fund ("Fidelity S&P 500 Index Fund"), a commingled pool, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of providing investment results that correspond to the total return of the Standard & Poor's Index, a U.S. equity index made up of 500 equity securities (stocks). This investment option was made available beginning July 1, 1993. Employee Participation in the Plan: The number of participating employees with account balances invested in each investment option at December 31, 1993 and 1992 was as follows: 1993 1992 Interest Income Fund 3,514 3,596 Fidelity Intermediate Bond Fund 1,634 1,607 Fidelity Puritan Fund 3,695 3,149 Fidelity Retirement Growth Fund 3,324 3,109 GPU Stock 1,152 950 Fidelity S&P 500 Index Fund 176 - The total number of participants in the Plan at December 31, 1993 and 1992 was 5,759 and 5,434, respectively, which was less than the sum of the number of participants shown in the schedule above because many participants were participating in more than one option. Participant Accounts: Each participant's account is credited with the participant's own contributions and with the matching contributions made by the Company with respect to the participant's contributions. Each account maintained for a participant also reflects the number of shares of each mutual fund, the number of shares of Continued 7 1. General Description of the Plan, continued: Participant Accounts, continued: GPU stock, the number of units of interest in the Fidelity S&P 500 Index Fund, and the number of units of interest in the Interest Income Fund, in which the balance of that account is invested. All income, gain or loss attributable to the investment of the balance of any account maintained for a participant is credited or charged to that account. Vesting: Participants are 100% vested at all times in their Plan accounts. Distributions and Withdrawals: A participant's Plan account balances become distributable upon termination of the participant's employment. Distribution of account balances in excess of $3,500 may be deferred, at the participant's election, up to age 65. If distribution of a participant's account has not otherwise begun, it must begin by April 1st following the year in which the participant attained age 70-1/2. Distributions generally are in the form of a single lump sum payment. The Plan permits withdrawals of account balances in the event of financial hardship or disability as defined in the Plan. A complete description of the Plan's terms and conditions for employee distributions and withdrawals can be found in the Plan document. Loans to Participants: The Plan provides that loans may be made to a participant from the participant's account balance subject to certain conditions. The minimum amount of each loan is $1,000 with the maximum being $50,000, or certain lesser amounts as described in the Plan. Interest on the loan is credited to the participant's account. The rate is determined periodically by the Administrative Committee, based on current commercial rates. The interest rates for loans in excess of five years were 7.67% and 8.18%, and the interest rates for loans five years or less were 6.5% and 7.0% at December 31, 1993 and 1992, respectively. Continued 8 1. General Description of the Plan, continued: Plan Termination: The GPU System Companies reserve the right at any time to modify, suspend, amend or terminate the Plan. However, the GPU System Companies cannot do so in such manner as will 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 System Companies Master Savings Plan Trust reflect the fair value of the assets held in such Trust and the Plan's relative interest in the Trust. The Plan's participation is measured at its value at the beginning of the valuation period plus net external cash flow (contributions, distributions, etc.) experienced by the Plan during the valuation period. Investment income, net realized gain (loss) on investments and net unrealized appreciation (depreciation) of investments are allocated to each participating plan based upon its accumulated monthly balance for each investment option (see Note 3). The net investment gain from the GPU System Companies Master Savings Plan Trust and the Plan's separated segregated accounts within the GPU System Master Retirement Trust for the years ended December 31, 1993 and 1992, respectively, which is presented in the Statement of Changes in Net Assets Available for Plan Benefits, consists of interest and dividend income and the net appreciation (depreciation) in the fair value of investments, which consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments in the GPU System Companies Master Savings Plan Trust and the GPU System Master Retirement Trust. 3. Investments: On September 8, 1992, the Plan's investments, along with the investments from the other GPU System Savings Plans were transferred from their separated segregated accounts within the GPU System Master Retirement Trust to the GPU System Companies Master Savings Plan Trust. Continued 9 3. Investments, continued: The investments reflected in the December 31, 1993 and 1992 Statements of Net Assets Available for Plan Benefits represent the Plan's 71.11% and 71.15% share, respectively, of total investments held in the GPU System Companies Master Savings Plan Trust at December 31, 1993 and 1992. At December 31, 1993 and 1992, the total investments held in the GPU System Companies Master Savings Plan Trust are summarized as follows: 1993 1992 Fair Value Fair Value Fidelity Retirement Growth Fund $117,026,998 $ 89,764,363 Fidelity Puritan Fund 110,652,603 69,805,044 Fidelity Intermediate Bond Fund 24,188,605 21,119,731 Interest Income Fund: Allstate Life Insurance Co. 7,171,497 19,689,291 Canada Life 6,255,768 - Capital Initiatives Corp. 15,737,217 15,700,398 CIGNA 16,684,551 16,761,478 CNA Life Insurance Co. 9,811,128 9,040,959 Confederation Life Insurance Co. 5,202,689 5,202,683 Hartford Life Insurance Co. 9,058,782 8,310,806 John Hancock Mutual Life Insurance Co. 14,055,742 19,455,276 Metropolitan Life Insurance Co. 6,479,891 5,965,652 Provident National Assurance Co. - 5,735,278 Prudential Insurance Co. 5,652,022 5,273,393 State Mutual 7,082,457 - Sun Life of Canada 25,435,924 10,097,772 GPU Common Stock 12,578,457 9,291,034 Fidelity S&P 500 Index Fund 1,883,574 - Fidelity Short-Term Investment Group trust fund 14,052,449 8,822,708 Total investments at fair value $409,010,354 $320,035,866 Total investments at cost $399,844,167 $307,710,941 Continued 10 3. Investments, continued: Based on participant investment options at December 31, 1993 and 1992, the Plan's investments were broken down as follows:
1993 1992 Fidelity Retirement Growth Fund 27% 27% Fidelity Puritan Fund 29 24 Fidelity Intermediate Bond Fund 6 7 Interest Income Fund 34 39 GPU Stock 3 3 Fidelity S&P 500 Index Fund 1 0 For the years ended December 31, 1993 and 1992, the changes in the GPU System Companies Master Savings Plan Trust and the separated segregated accounts within the GPU System Master Retirement Trust, respectively, are summarized as follows: Fidelity Fidelity Retirement Fidelity Intermediate Interest Growth Fund Puritan Fund Bond Fund Income Fund (Growth Stock Fund) (Balanced Fund) (Income Fund) (Fixed Fund) Investments, December 31, 1991 $ 65,643,690 $ 51,748,578 $19,598,010 $117,496,158 Increases: Employee contributions 10,476,848 6,936,871 2,580,737 13,663,814 Employer contributions 3,239,765 2,451,447 915,981 4,247,423 Transfers from affiliated pension plans 241,782 261,666 116,084 1,542,980 Transfers between investment funds 5,122,521 2,555,781 (1,953,582) (5,632,159) Transfers from Master Retirement Trust - - - 159,599 Interest on loans 274,249 176,517 60,178 365,821 Net investment gain 8,230,530 8,551,243 1,136,356 9,570,956 27,585,695 20,933,525 2,855,754 23,918,434 Decreases: Distributions and withdrawals 3,465,022 2,877,059 1,334,033 11,358,898 Investments, December 31, 1992 89,764,363 69,805,044 21,119,731 130,055,694 Increases: Employee contributions 11,921,049 9,952,795 2,696,320 14,059,256 Employer contributions 3,457,160 3,230,753 903,579 4,142,379 Transfers from affiliated pension plans 251,987 377,225 69,386 801,381 Transfers between investment funds (5,209,302) 13,327,171 (2,070,107) (8,031,550) Interest on loans 305,376 249,020 60,682 341,019 Net investment gain 20,290,183 16,972,815 2,505,942 10,084,776 31,016,453 44,109,779 4,165,802 21,397,261 Decreases: Distributions and withdrawals 3,753,818 3,262,220 1,096,928 8,772,838 Investments, December 31, 1993 $117,026,998 $110,652,603 $24,188,605 $142,680,117 Continued 11 3. Investments, continued: For the years ended December 31, 1993 and 1992, the changes in the GPU System Companies Master Savings Plan Trust and the separated segregated accounts within the GPU System Master Retirement Trust, respectively, are summarized as follows: Fidelity GPU Stock S&P 500 (GPU Stock Fund) Index Fund Total Investments, December 31, 1991 $ 7,432,637 - $261,919,073 Increases: Employee contributions 1,254,024 - 34,912,294 Employer contributions 393,929 - 11,248,545 Transfers from affiliated pension plans 40,968 - 2,203,480 Transfers between investment funds (92,561) - - Transfers from Master Retirement Trust - - 159,599 Interest on loans 29,843 - 906,608 Net investment gain 661,694 - 28,150,779 2,287,897 - 77,581,305 Decreases: Distributions and withdrawals 429,500 - 19,464,512 Investments, December 31, 1992 9,291,034 - 320,035,866 Increases: Employee contributions 1,475,877 $ 157,425 40,262,722 Employer contributions 436,283 44,271 12,214,425 Transfers from affiliated pension plans 22,822 - 1,522,801 Transfers between investment funds 383,001 1,600,787 - Interest on loans 35,576 3,588 995,261 Net investment gain 1,396,344 89,559 51,339,619 3,749,903 1,895,630 106,334,828 Decreases: Distributions and withdrawals 462,480 12,056 17,360,340 Investments, December 31, 1993 $12,578,457 $1,883,574 $409,010,354 Continued 12 3. Investments, continued: The net investment gain in the GPU System Companies Master Savings Plan Trust for the year ended December 31, 1993 was as follows: Fidelity Fidelity Retirement Fidelity Intermediate Interest Growth Fund Puritan Fund Bond Fund Income Fund (Growth Stock Fund) (Balanced Fund) (Income Fund) (Fixed Fund) Dividends $10,904,390 $12,694,099 $1,770,124 - Interest income - - - $10,084,776 Net appreciation in fair value of investments 9,385,793 4,278,716 735,818 - Net investment gain $20,290,183 $16,972,815 $2,505,942 $10,084,776 The net investment gain in the GPU System Companies Master Savings Plan Trust and the separated segregated accounts within the GPU System Master Retirement Trust for the year ended December 31, 1992 was as follows: Fidelity Fidelity Retirement Fidelity Intermediate Interest Growth Fund Puritan Fund Bond Fund Income Fund (Growth Stock Fund) (Balanced Fund) (Income Fund) (Fixed Fund) Dividends $16,142,935 $6,314,360 $ 850,776 - Interest income 1,873 1,071 714,831 $9,570,956 Net appreciation (depreciation) in fair value of investments (7,914,278) 2,235,812 (429,251) - Net investment gain $ 8,230,530 $8,551,243 $1,136,356 $9,570,956 Continued 13 3. Investments, continued: The net investment gain in the GPU System Companies Master Savings Plan Trust for the year ended December 31, 1993 was as follows: Fidelity GPU Stock S&P 500 (GPU Stock Fund) Index Fund Total Dividends $ 560,655 - $25,929,268 Interest income 1,493 - 10,086,269 Net appreciation in fair value of investments 834,196 $89,559 15,324,082 Net investment gain $1,396,344 $89,559 $51,339,619 The net investment gain in the GPU System Companies Master Savings Plan Trust and the separated segregated accounts within the GPU System Master Retirement Trust for the year ended December 31, 1992 was as follows: Fidelity GPU Stock S&P 500 (GPU Stock Fund) Index Fund Total Dividends $478,825 - $23,786,896 Interest income 940 - 10,289,671 Net appreciation (depreciation) in fair value of investments 181,929 - (5,925,788) Net investment gain $661,694 - $28,150,779 Investments in the GPU System Companies Master Savings Plan Trust are carried at fair market value. Fair market values of assets held by the Trust are determined as follows: Stock and bonds are valued at the closing market prices on the last business day of the year. Short-term investment group trust funds (investments through the custodian bank) and insurance contracts are valued at cost plus accrued interest, which approximates market The GPU System Companies Master Savings Plan Trust consists of separate investment funds, as defined by the Plan, with different investment objectives. The Plan's investment in the investment funds under the GPU System Companies Master Savings Plan Trust is subject to credit risk. The degree and concentration of credit risk varies by fund depending upon the type and diversity of investments. 14
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