-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RAK2BDYZfu1fGKaR8+De3EPaz0xmafyHbrQhDg4wBidhwzl1MCklsrlvvml8Y94M /hdwPdUQaxAv91rn/3Iwtw== 0000040779-97-000035.txt : 19970630 0000040779-97-000035.hdr.sgml : 19970630 ACCESSION NUMBER: 0000040779-97-000035 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GPU INC /PA/ CENTRAL INDEX KEY: 0000040779 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135516589 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: 97631769 BUSINESS ADDRESS: STREET 1: C/O GPU SERVICE INC STREET 2: 100 INTERPACE PKWY CITY: PARSIPPANY STATE: NJ ZIP: 07054-1149 BUSINESS PHONE: 2012636500 MAIL ADDRESS: STREET 1: C/O GPU SERVICE INC STREET 2: 100 INTERPACE PKWY CITY: PARSIPPANY STATE: NJ ZIP: 07054-1149 11-K 1 REPORT FOR 11-K GPU, INC. 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, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 1-6047 GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES (Full Title of the Plan) GPU, INC. 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) GPU 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, 1996 and 1995 3 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1996 and 1995 4 Notes to Financial Statements 5-14 REPORT OF INDEPENDENT ACCOUNTANT To the Administrative Committee of the GPU Companies Employee Savings Plan for Nonbargaining Employees: I have audited the accompanying statements of net assets available for plan benefits of GPU Companies (formerly, General Public Utilities Corporation and Subsidiary Companies) Employee Savings Plan for Nonbargaining Employees ("Plan") as of December 31, 1996 and 1995, 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. My responsibility is to express an opinion on these financial statement based on my audit. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the statement of revenue and expenditures is 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 presents fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. 105 North 22nd Street Philadelphia, Pennsylvania May 16, 1997 2 GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1996 and 1995 1996 1995 Investments in GPU Companies Master Savings Plan Trust, at fair value $427,017,047 $383,389,677 Participant loans receivable 9,084,696 9,757,761 Net assets available for plan benefits $436,101,743 $393,147,438 The accompanying notes are an integral part of the financial statements. 3 GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the years ended December 31, 1996 and 1995 _____________ 1996 1995 Balances, beginning of year $393,147,438 $324,092,684 Increases: Contributions: Employee 22,078,413 20,077,203 Employer 10,697,123 10,269,203 Transfers from affiliated pension plans -0- 200,213 Transfers from affiliated savings plans 66,415 86,328 Interest on loans 690,815 670,613 Net investment gain in GPU Companies Master Savings Plan Trust 39,658,262 55,251,296 73,191,028 86,554,856 Decreases: Distributions and withdrawals 30,236,723 17,500,102 Balances, end of year $436,101,743 $393,147,438 The accompanying notes are an integral part of the financial statements. 4 GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES NOTES TO FINANCIAL STATEMENTS _______ 1. General Description of the Plan: The following description of the GPU Companies (formerly, 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, 1996. 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 GPU Companies ("Companies") are eligible to participate in the Plan if the employee is employed on a full-time basis or has completed at least 1,000 hours of service in a consecutive 12-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. 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" 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 NOTES TO FINANCIAL STATEMENTS, Continued _______ 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 eleven 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. - Shares of the Fidelity Intermediate Bond Fund, an opened end mutual fund, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of obtaining the highest level of income consistent with the preservation of capital over the long term. - Shares of the Fidelity Puritan Fund, an opened 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. - Shares of the Fidelity Retirement Growth Fund, an opened 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. - Shares of GPU, Inc.("GPU") stock fund. 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). - Shares of the Fidelity OTC Portfolio Fund, an opened end mutual fund, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of seeking long-term capital appreciation by investing in securities that are traded in the over-the- counter (OTC) securities market. - Shares of the Fidelity Overseas Fund, an opened end mutual fund, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of seeking long-term capital appreciation, primarily through investments in foreign securities. - Shares of the Fidelity Asset Manager: Income Fund, an opened end mutual fund, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of investing in domestic and foreign bonds (including emerging markets) and short term instruments for income, but allows some investment in stocks for their growth potential. - Shares of the Fidelity Asset Manager Fund, an opened end mutual fund, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of seeking a high total return with reduced risk over the long term. Asset Manager invests in all three investment classes; stocks, bonds and short term instruments, both domestic and foreign. - Shares of the Fidelity Asset Manager: Growth Fund, an opened end mutual fund, to which Fidelity Management Trust Company serves as investment advisor, and which has the primary objective of investing in domestic and foreign stocks (including emerging markets), and bonds for growth and income, but allows some investment in short-term instruments. Employee Participation in the Plan: The number of participating employees with account balances invested in each investment option at December 31, 1996 and 1995 was as follows: Continued 7 1. General Description of the Plan, continued: Employee Participation in the Plan, continued: 1996 1995 Interest Income Fund 3,221 3,332 Fidelity Intermediate Bond Fund 1,294 1,421 Fidelity Puritan Fund 3,533 3,652 Fidelity Retirement Growth Fund 3,294 3,374 GPU Stock Fund 1,166 1,115 Fidelity U.S. Equity Index Fund 727 420 Fidelity OTC Portfolio Fund 875 500 Fidelity Overseas Fund 469 282 Fidelity Asset Manager Income Fund 68 42 Fidelity Asset Manager Fund 125 87 Fidelity Asset Manager Growth Fund 240 140 The total number of participants in the Plan at December 31, 1996 and 1995 was 5,907 and 5,778, respectively, which was less than the sum of the number of participants shown in the schedule above because many participants were participating in more than one option. Participant Accounts: Each participant's account is credited with the participant's own contributions and with the matching contributions made by the Company with respect to the participant's contributions. Each account maintained for a participant also reflects the number of shares of each mutual fund, the number of shares of GPU stock, and the number of units of interest in the Interest Income Fund, in which the balance of that account is invested. All income, gain or loss attributable to the investment of the balance of any account maintained for a participant is credited or charged to that account. Vesting: Participants are 100% vested at all times in their Plan accounts. Continued 8 1. General Description of the Plan, continued: Distributions and Withdrawals: A participant's Plan account balances become distributable upon termination of the participant's employment for any reason. Distributions of account balances in excess of $3,500 may be deferred, at the participant's election, up to age 70 1/2. If distribution of a participant's account has not otherwise begun, it must begin by April 1st following the year in which the participant attained age 70 1/2. Distributions generally are in the form of a single lump sum payment. The Plan permits withdrawals of account balances in the event of financial hardship or disability as defined in the Plan. A complete description of the Plan's terms and conditions for employee distributions and withdrawals can be found in the Plan document. Loans to Participants: The Plan provides that loans may be made to a participant from the participant's account balance subject to certain conditions. The minimum amount of each loan is $1,000 with the maximum being $50,000, or certain lesser amounts as described in the Plan. Interest on the loan is credited to the participant's account. The rate is determined periodically by the Administrative Committee, based on current commercial rates. The interest rates for loans in excess of five years were 8.75% and 7.50%, and the interest rates for loans five years or less were 9.75% and 8.125% at December 31, 1996 and 1995, respectively. Plan Termination: The GPU Companies reserve the right at any time to modify, suspend, amend or terminate the Plan. However, the GPU Companies cannot do so in such 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 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.) Continued 9 2. Summary of Significant Accounting Policies,continued: Valuation of Investments,continued: 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 accumu\lated 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, 1996 and 1995, 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 Companies Master Savings Plan Trust. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. 3. Investments: The investments reflected in the December 31, 1996 and 1995 Statements of Net Assets Available for Plan Benefits represent the Plan's 69.07% and 69.52% share, respectively, of total investments held in the GPU Companies Master Savings Plan Trust at December 31, 1996 and 1995. At December 31, 1996 and 1995, the total investments held in the GPU Companies Master Savings Plan Trust are summarized as follows: Continued 10 3. Investments, continued: 1996 1995 Fair Value Fair Value Fidelity Retirement Growth Fund $170,592,916* $162,014,335* Fidelity Puritan Fund 172,763,691* 152,173,577* Fidelity Intermediate Bond Fund 24,489,489 25,474,677 Interest Income Fund: Life of Virginia 5,464,498 5,148,872 Canada Life 6,256,728 6,257,685 Peoples Security Life 15,317,929 20,081,010 Combined Insurance 3,045,923 --- AIG Life ABS & MBS 19,938,474 6,613,647 First Allmerica 9,289,352 --- Connecticut General 16,684,615 18,019,324 Confederation Life Insurance Co. 4,966,734 5,042,408 Fidelity STIF 20,070,171 4,726,782 Life Insurance of Georgia 8,153,122 --- Continental Assurance 6,269,284 5,776,161 John Hancock Mutual Life Insurance Co. --- 8,253,516 Metropolitan Life Insurance Co. --- 7,645,174 Bankers Trust 9,581,244 9,450,617 Prudential Insurance Co. 6,402,256 9,264,691 State Mutual --- 13,799,689 Sun Life of Canada 17,417,301 28,830,422* Protective Life 7,018,846 6,598,439 Principal Mutual 3,412,382 --- Sunamerica Life Insurance 9,039,399 8,428,344 United of Omaha 6,092,379 6,092,466 GPU Stock Fund 19,603,697 17,210,880 U S Equity Index Fund 15,918,255 6,110,598 Fidelity OTC Port. Fund 24,964,812 10,444,313 Fidelity Overseas Fund 7,383,853 3,802,894 Fidelity Asset Man.-Income Fund 714,957 393,831 Fidelity Asset Mgr. Fund 2,944,880 1,760,779 Fidelity Asset Man.-Growth Fund 4,430,209 2,026,570 Total investments at fair value$618,227,396 $551,441,701 Total investments at cost $601,290,770 $527,508,365 * These investments represent 5% or more of the net assets available for benefits. Continued 11 NOTES TO FINANCIAL STATEMENTS, Continued 3. Investments, Continued: Based on participant investment options at December 31, 1996 and 1995, the Plan's investments were broken down as follows: 1996 1995 Fidelity Retirement Growth Fund 26.0% 28.0% Fidelity Puritan Fund 29.0% 29.0% Fidelity Intermediate Bond Fund 4.5% 5.0% Interest Income Fund 28.0% 30.0% GPU Stock Fund 3.0% 3.0% OTC Portfolio Fund 4.0% 2.0% Overseas Fund 1.0% 1.0% Asset Manager - Income Fund - ** - ** Asset Manager Fund 0.5% 0.5% Asset Manager Growth Fund 1.0% 0.5% Fidelity US Equity Index Fund 3.0% 1.0% ** Investment option represents less than 0.5% of the total investments. For the years ended December 31, 1996 and 1995, the changes in the accounts of the GPU Companies Master Savings Plan Trust, respectively, are summarized as follows:
Fidelity Fidelity Retirement Fidelity Intermediate Interest GPU Stock OTC Growth Fund Puritan Fund Bond Fund Income Fund Fund Port. Fund Investments, December 31, 1994 $126,689,195 $122,616,904 $22,605,269 $158,799,517 $12,193,358 $ 0 Increases: Employee contributions 12,891,222 11,649,890 2,146,543 11,867,160 1,500,215 665,867 Employer contributions 3,999,243 3,834,776 772,468 3,727,653 474,375 186,905 Transfers from affiliated pension plans 38,920 56,423 0 245,429 0 0 Transfers between investment funds (6,292,886) (5,489,047) (1,197,989) (3,321,386) (726,638) 8,803,880 Interest on loans 293,348 246,449 45,002 280,597 34,183 16,534 Net investment gain 30,668,548 26,396,455 2,856,433 11,090,054 4,636,792 1,025,339 41,598,395 36,694,946 4,622,457 23,889,507 5,918,927 10,698,525 Decreases: Distributions and withdrawals 6,273,255 7,138,273 1,753,049 12,659,777 901,405 254,212 Investments, December 31, 1995 $162,014,335 $152,173,577 $25,474,677 $170,029,247 $17,210,880 $10,444,313 Increases: Employee contributions 14,806,796 12,869,644 2,217,575 12,112,080 1,946,760 1,901,808 Employer contributions 4,179,647 3,893,401 731,210 3,408,719 544,652 521,128 Transfers from affiliated pension plans 103,234 194,668 34,599 334,108 31,601 10,157 Transfers between investment funds (11,851,730) (4,517,535) (2,872,000) (1,620,447) (149,725) 9,168,073 Interest on loans 315,705 259,505 46,114 267,447 43,416 43,329 Net investment gain 13,581,109 23,216,987 886,358 10,592,465 971,320 3,638,616 21,134,761 35,916,670 1,043,856 25,094,372 3,388,024 15,283,111 Decreases: Distributions and withdrawals 12,556,180 15,326,556 2,029,044 20,702,982 995,207 762,612 Investments, December 31, 1996 $170,592,916 $172,763,691 $24,489,489 $174,420,637 $19,603,697 $24,964,812 Continued 12a NOTES TO FINANCIAL STATEMENTS, Continued Fidelity Overseas Asset Manager Asset Manager Asset Manager US Equity Fund Fund Growth Fund Income Fund (Index Fund) Total Investments, December 31, 1994 $ 0 $ 0 $ 0 $ 0 $2,203,809 $445,108,052 Increases: Employee contributions 444,966 169,591 399,346 43,943 540,115 42,318,858 Employer contributions 122,572 53,038 95,269 13,539 180,828 13,460,666 Transfers from affiliated pension plans 0 0 0 0 0 340,772 Transfers between investment funds 3,074,872 1,304,236 1,202,750 324,657 2,317,551 0 Interest on loans 13,654 4,384 6,990 578 8,507 950,226 Net investment gain 263,077 238,641 372,346 34,491 1,134,367 78,716,543 3,919,141 1,769,890 2,076,701 417,208 4,181,368 135,787,065 Decreases: Distributions and withdrawals 116,247 9,111 50,131 23,377 274,579 29,453,416 Investments, December 31, 1995 $3,802,894 $1,760,779 $2,026,570 $393,831 $ 6,110,598 $551,441,701 Increases: Employee contributions 794,586 253,412 483,951 78,621 1,330,991 48,796,224 Employer contributions 217,945 79,128 143,651 28,285 413,680 14,161,446 Transfers from affiliated pension plans 0 11,674 0 0 10,231 730,272 Transfers between investment funds 2,344,469 880,123 1,544,711 188,921 6,885,140 0 Interest on loans 20,089 3,259 10,091 1,643 14,307 1,024,905 Net investment gain 725,000 289,629 490,163 39,119 2,224,677 56,655,443 4,102,089 1,517,225 2,672,567 336,589 10,879,026 121,368,290 Decreases: Distributions and withdrawals 521,130 333,124 268,928 15,463 1,071,369 54,582,595 Investments, December 31, 1996 $7,383,853 $2,944,880 $4,430,209 $714,957 $15,918,255 $618,227,396 Continued 12b NOTES TO FINANCIAL STATEMENTS, Continued 3. Investments, Continued: The net investment gain in the GPU Companies Master Savings Plan Trust for the year ended December 31, 1996 was as follows: Fidelity Fidelity Retirement Fidelity Intermediate Interest GPU Stock OTC Growth Fund Puritan Fund Bond Fund Income Fund Fund Port. Fund Dividends $ 21,088,711 $ 20,110,484 $ 1,688,989 $ 0 $ 1,081,702 $ 2,597,871 Interest Income 0 0 0 10,592,465 0 0 Net appreciation (depreciation) in fair value of investments (7,507,602) 3,106,503 (802,631) 0 (110,382) 1,040,745 Net investment gains $ 13,581,109 $ 23,216,987 $ 886,358 $ 10,592,465 $ 971,320 $ 3,638,616 The net investment gain in the GPU Companies Master Savings Plan Trust for the year ended December 31, 1995 was as follows: Fidelity Fidelity Retirement Fidelity Intermediate Interest GPU Stock OTC Growth Fund Puritan Fund Bond Fund Income Fund Fund Port. Fund Dividends $ 15,534,234 $ 7,921,988 $ 1,507,779 $ 0 $ 677,248 $ 559,811 Interest Income 0 0 0 11,090,054 0 0 Net appreciation (depreciation) in fair value of investments 15,134,314 18,474,467 1,348,654 0 3,959,544 465,528 Net investment gains $ 30,668,548 $ 26,396,455 $ 2,856,433 $11,090,054 $ 4,636,792 $ 1,025,339 Investment in the GPU Companies Master Savings Plan Trust are carried at fair market value. Fair market value of assets held by the Trust are determined as follows: Stocks and bonds are valued at the closing market prices on the last business day of the year. Short-term group trust funds (investment through the custodian bank) and insurance contracts are valued at cost plus accrued interest which approximates market. Continued 13a NOTES TO FINANCIAL STATEMENTS, Continued 3. Investments, Continued: The net investment gain in the GPU Companies Master Savings Plan Trust for the year ended December 31, 1996 was as follows: Fidelity Overseas Asset Manager Asset Manager Asset Manager US Equity Fund Income Fund Fund Growth Fund Index Fund Total Dividends $ 449,059 $ 38,638 $ 219,829 $ 328,373 $ 0 $ 47,603,656 Interest income 0 0 0 0 0 10,592,465 Net appreciation (depreciation) in fair value of investments 275,941 481 69,800 161,790 2,224,677 (1,540,678) Net investments gains $ 725,000 $ 39,119 $ 289,629 $ 490,163 $2,224,677 $ 56,655,443 The net investment gain in the GPU Companies Master Savings Plan Trust for the year ended December 31, 1995 was as follows: Fidelity Overseas Asset Manager Asset Manager Asset Manager US Equity Fund Income Fund Fund Growth Fund Index Fund Total Dividends $ 80,486 $ 12,970 $ 45,181 $ 30,229 $ 0 $ 26,369,926 Interest income 0 0 0 0 0 11,090,054 Net appreciation (depreciation) in fair value of investments 182,591 21,521 193,460 342,117 1,134,367 41,256,563 Net investments gains $ 263,077 $ 34,491 $ 238,641 $ 372,346 $1,134,367 $ 78,716,543 Investment in the GPU Companies Master Savings Plan Trust are carried at fair market value. Fair market value of assets held by the Trust are determined as follows: Stocks and bonds are valued at the closing market prices on the last business day of the year. Short-term group trust funds (investment through the custodian bank) and insurance contracts are valued at cost plus accrued interest which approximates market. Continued 13b
4. Tax Status The plan obtained its latest determination letter on December 26, 1996, 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, the plan administrator and the plan's tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the plan was qualified and the related trust was tax-exempt as of the financial statement date. 14 GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES Signature Page 2 Consent of Independent Accountant Exhibit 24 Report on Audits of Financial Statements Exhibit 28 for the Years Ended December 31, 1996 and 1995 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. GPU COMPANIES Employee Savings Plan for Nonbargaining Employees Date: June 27, 1997 By: /s/ F. A. Donofrio F. A. Donofrio Chairman Administrative Committee 2 EX-99 2 EXHIBIT INDEX/11-K GPU, INC. EXHIBIT INDEX GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES Consent of Independent Accountant Exhibit 24 Report on Audits of Financial Statements Exhibit 28 for the Years Ended December 31, 1996 and 1995 EX-99 3 EXHIBIT 24 /11-K GPU, INC. Exhibit 24 CONSENT OF INDEPENDENT ACCOUNTANT I consent to the incorporation by references in the registration statement of GPU,Inc. on Forms S-8 (File Nos. 33-32325 and 33-51035) of my report dated May 16, 1997, on my audit of the financial statements of the GPU Companies Employee Savings Plan for Nonbargaining Employees as of December 31, 1996 and 1995 and for the years then ended, which report is included in this Annual Report on Form 11-K. JOHN MILLIGAN, CPA 105-107 N. 22nd Street, 2nd Floor Philadelphia, Pennsylvania June 24, 1997 EX-99 4 EXHIBIT 28 /11-K GPU, INC. Exhibit 28 GPU COMPANIES EMPLOYEE SAVINGS PLAN FOR NONBARGAINING EMPLOYEES REPORT ON AUDITS OF FINANCIAL STATEMENTS for the years ended December 31, 1996 and 1995 -----END PRIVACY-ENHANCED MESSAGE-----