<PAGE> 1
As filed with the Securities and Exchange Commission on February 18, 1997.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
GENUINE PARTS COMPANY
(Exact name of issuer as specified in its charter)
GEORGIA 58-0254510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2999 CIRCLE 75 PARKWAY
ATLANTA, GEORGIA 30339
(770) 953-1700
(Address, including zip code, and telephone number, of registrant's principal
executive offices)
GENUINE PARTS COMPANY
DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of the plan)
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<S> <C>
GEORGE W. KALAFUT Copy to:
GENUINE PARTS COMPANY
2999 CIRCLE 75 PARKWAY LAURA G. THATCHER
ATLANTA, GEORGIA 30339 ALSTON & BIRD
(770) 953-1700 1201 WEST PEACHTREE STREET, N.W.
(Name, address, including zip code, and telephone number, ATLANTA, GEORGIA 30309-3424
including area code, of agent for service) (404) 881-7546
</TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered (1) Per Share (2) Offering Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 100,000 shares $45.57 $4,557,000 $1,380.91
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Phantom units of Genuine Parts
Company Common Stock 100,000 units N/A N/A N/A
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</TABLE>
(footnotes on following page)
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(1) In addition, this registration statement also covers an indeterminate
amount of deferred compensation obligations to be offered or sold pursuant
to the employee benefit plan described herein. This registration statement
also covers any additional units that may hereafter be granted as a result
of the adjustment and anti-dilution provisions of the registrant's
Directors' Deferred Compensation Plan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low
sales prices of the Common Stock reported on the New York Stock Exchange
on February 12, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this registration statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(2) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act, since December 31, 1995.
(3) The description of common stock contained in the Company's
registration statement filed under Section 12 of the Exchange Act, including
all amendments or reports filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
DEFERRED COMPENSATION OBLIGATIONS. Under the Plan, the Company will
provide directors the opportunity to enter into agreements for the deferral of
some or all of their director fees. The obligations of the Company under such
agreements (the "Obligations") will be unsecured general obligations of the
Company to pay the deferred compensation in the future in accordance with the
terms of the Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.
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The amount of compensation to be deferred by each participating
director will be determined in accordance with the Plan based on elections by
the director. Each Obligation will be payable on a date selected by the
director participant in accordance with the terms of the Plan. The Obligations
will be indexed to one or more benchmark return options individually chosen by
each director participant; the two benchmark return options being (i) the Stock
Account (a phantom stock fund which follows the appreciation or depreciation of
the Company's common stock over time, as further described below, and (ii) the
Variable Rate Account (an account that will be credited with interest monthly,
based on the "prime rate" published in the Wall Street Journal).
The Obligations are not subject to redemption, other than hardship
withdrawals, prior to the individual payment dates specified by the
participating directors. However, the Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall (without the written consent of the participant or his beneficiary, if
applicable) adversely affect any benefit under the Plan which has accrued with
respect to the participant or beneficiary as of the date of such amendment or
termination.
PHANTOM STOCK. The phantom stock being registered hereby consists of
phantom units of Company common stock. They are merely a means of recording a
hypothetical investment in Company common stock and are not actual shares of
stock. Phantom units have none of the voting or liquidation rights of Company
common stock. Phantom units have no dividend rights per se; however, holders of
phantom units will be entitled to certain dividend equivalents provided for by
the Plan. Specifically, on any date when cash dividends are paid on the shares
of Company common stock, each participant credited with phantom units under the
Plan as of the record date for such dividend will be credited with a number of
additional phantom units, and fractions thereof, determined by dividing (i) the
aggregate dollar amount of such cash dividend payable in respect of such
participant's phantom stock account (determined by multiplying the dollar value
of the dividend paid upon a single share of Company common stock by the number
of units of phantom stock held in the participant's phantom stock account on
the record date for such dividend); by (ii) the fair market value of the
Company's common stock on the business day immediately preceding the payment
date for such cash dividend. Similarly, on any date when stock dividends are
paid on the shares of Company common stock, each participant credited with
phantom units under the Plan as of the record date for such dividend will be
credited with a number of additional phantom units equal to the number of
shares of Company common stock, and fractions thereof, that such participant
would have received had his or her phantom units been actual shares of Company
common stock as of such dividend record date.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities registered hereby has been passed upon
for the Company by Alston & Bird, Atlanta, Georgia.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia law, the Company's Restated Articles of
Incorporation provide that a director shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of duty of care
or any other duty owed to the corporation as a director, except that such
provision shall not eliminate or limit the liability of a director (a) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (b) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (c) for unlawful corporate distributions, or (d)
for any transaction from which the director received an improper benefit.
Under its Bylaws, the Company is required to indemnify its directors
to the full extent permitted by Georgia law. The Georgia Business Corporation
Code provides that a corporation may indemnify its directors, officers,
employees and agents against judgments, fines, penalties, amounts paid in
settlement, and reasonable expenses, including attorney's fees, resulting from
various types of legal actions or proceedings, including, but not limited to
any threatened, pending, or completed action, suit or proceeding whether civil,
criminal, administrative, arbitrative or investigative and whether formal or
informal, if the actions of the party being indemnified meet the standards of
conduct specified therein. Determination concerning whether or not the
applicable standard of conduct has been met can be made by (a) the Board of
Directors by a majority vote of all the disinterested directors, if there are
at least two disinterested directors, (b) a majority vote of a committee of two
or more disinterested directors, (c) special legal counsel, or (d) an
affirmative vote of a majority of shares held by disinterested shareholders. No
indemnification shall be made (i) in connection with a proceeding by or in the
right of the Company, except for reasonable expenses incurred in connection
with the proceeding if it is determined that the indemnitee has met the
relevant standard of conduct, or (ii) in connection with any other proceeding
in which such person was adjudged liable on the basis that personal benefit was
improperly received by him.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are included as part of this
registration statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities being offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's articles of
incorporation, bylaws, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on February 17, 1997.
GENUINE PARTS COMPANY
By: /s/ Larry L. Prince
-------------------------
Larry L. Prince
Chairman of the Board and
Chief Executive Officer
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Larry L. Prince and George W. Kalafut,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on the 17 day of February, 1997.
Signature Capacity
/s/ Larry L. Prince
- -------------------------------- Director, Chairman of the Board and
Larry L. Prince Chief Executive Officer
(Principal Executive Officer)
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/s/ George W. Kalafut
- ------------------------------------ Executive Vice President -- Finance and Administration
George W. Kalafut (Principal Financial and Accounting Officer)
/s/ Bradley Currey, Jr.
- ------------------------------------ Director
Bradley Currey, Jr.
/s/ Jean Douville
- ------------------------------------ Director
Jean Douville
/s/ Robert P. Forrestal
- ------------------------------------ Director
Robert P. Forrestal
/s/ Thomas C. Gallagher
- ------------------------------------ Director, President and Chief Operating Officer
Thomas C. Gallagher
/s/ J. Hicks Lanier
- ------------------------------------ Director
J. Hicks Lanier
- ------------------------------------ Director
William A. Parker, Jr.
/s/ John J. Scalley
- ------------------------------------ Director and Executive Vice President
John J. Scalley
/s/ Alana S. Shepherd
- ------------------------------------ Director
Alana S. Shepherd
/s/ Lawrence G. Steiner
- ------------------------------------ Director
Lawrence G. Steiner
/s/ James B. Williams
- ------------------------------------ Director
James B. Williams
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<PAGE> 9
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
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Exhibit Number Description
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4.1 Restated Articles of Incorporation of the Company, as
amended (previously filed and incorporated herein by
reference to the Company's Annual Report on Form
10-K, dated March 3, 1995).
4.2 Bylaws of the Company, as amended (previously filed
and incorporated herein by reference to Company's
Annual Report on Form 10-K, dated March 3, 1995).
4.3 Shareholder Protection Rights Agreement, dated as of
November 20, 1989, between the Company and
SunTrust Bank, as Rights Agent (previously filed and
incorporated herein by reference to Company's Report
on Form 8-K, dated November 20, 1989).
5 Opinion of Counsel as to the legality of the securities
being registered.
23.1 Consent of Counsel (contained in the opinion filed as
Exhibit 5 hereof).
23.2 Consent of Independent Auditors.
24 Power of Attorney pursuant to which amendments to
this registration statement may be filed (included on the
signature page contained in Part II hereof).
</TABLE>
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Exhibit 5
Opinion of Counsel
<PAGE> 2
February 17, 1997
Genuine Parts Company
2999 Circle 75 Parkway
Atlanta, Georgia 30339
Re: Form S-8 Registration Statement of Genuine Parts Company --
Directors' Deferred Compensation Plan
Ladies and Gentlemen:
We have acted as counsel for Genuine Parts Company, a Georgia
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering 100,000 shares of the
Company's common stock, $1.00 par value ("Common Stock"), and 100,000 phantom
units valued relative to the Company's Common Stock (hereinafter referred to as
"Phantom Units") that may be offered and sold pursuant to the Genuine Parts
Company Directors' Deferred Compensation Plan (the "Plan"), along with an
indeterminate amount of deferred compensation obligations (the "Obligations").
This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
This Opinion Letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards Applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal
Opinion Committee of the Corporate and Banking Law Section of the State Bar of
Georgia (the "Interpretive Standards"), which Interpretative Standards are
incorporated in this Opinion Letter by this reference. Capitalized terms used
in this Opinion Letter and not otherwise defined herein shall have the meanings
assigned to such terms in the Interpretive Standards and in the Registration
Statement.
In the capacity described above, we have considered such matters of
law and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, we are of the following options:
(1) The Phantom Units and the Obligations to be issued pursuant to the
Plan and the Registration Statement have been duly authorized by all requisite
action on the part of the Company and, when issued in accordance with the terms
and conditions of the Plan, will be legally and validly issued and represent
the binding obligation of the Company to make payment to the holders thereof in
accordance with the terms and conditions of the Plan.
<PAGE> 3
(2) The shares of Common Stock covered by the Registration Statement,
when delivered to Plan participants in accordance with the terms and conditions
of the Plan, will be legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ Laura G. Thatcher
-----------------------
Laura G. Thatcher
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
<PAGE> 2
Exhibit 23.2 - Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Genuine Parts Company Directors' Deferred
Compensation Plan of our report dated February 5, 1996, with respect to the
consolidated financial statements of Genuine Parts Company incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
February 17, 1997
