GENUINE PARTS CO
10-Q, 1998-11-10
MOTOR VEHICLE SUPPLIES & NEW PARTS
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<PAGE>   1
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------


                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934



For the Quarterly Period Ended September 30, 1998  Commission File Number 1-5690
                               ------------------                         ------



                              GENUINE PARTS COMPANY
             (Exact name of registrant 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
- ----------------------------------------                         -----
(Address of principal executive offices)                       (Zip Code)



Registrant's telephone number, including area code           (770)953-1700
                                                             -------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.           Yes  X             No
                                                 ---              ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date (the close of the period covered
by this report).




                                   179,891,549
                                   -----------
                            (Shares of Common Stock)

================================================================================
<PAGE>   2

                                                                       FORM 10-Q

PART 1 - Financial Information
Item 1 - Financial Statements

                     GENUINE PARTS COMPANY and SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                       ASSETS                                    Sept. 30,         Dec. 31,
                                       ------                                       1998             1997
                                                                                 ---------         --------
                                                                                (Unaudited)
                                                                                      (in thousands)
CURRENT ASSETS
- --------------

<S>                                                                             <C>              <C>       
Cash and cash equivalents .................................................      $   93,113      $   72,823

Trade accounts receivable, less allowance
for doubtful accounts .....................................................         817,674         686,551

Inventories - at lower of cost (substantially last-in,
first-out method) or market ...............................................       1,404,318       1,321,597

Prepaid and other current accounts ........................................          33,909          12,580
                                                                                 ----------      ----------

         TOTAL CURRENT ASSETS .............................................       2,349,014       2,093,551

Goodwill and intangible assets ............................................         220,270          62,091

Investments and other assets ..............................................         224,477         226,207

Total property, plant and equipment, less allowance
for depreciation (1998 - $299,050; 1997 - $251,929) .......................         389,248         372,514
                                                                                 ----------      ----------

                                                                                 $3,183,009      $2,754,363
                                                                                 ==========      ==========

                                       LIABILITIES AND SHAREHOLDERS' EQUITY
                                       ------------------------------------
                                         
CURRENT LIABILITIES
- -------------------
Accounts payable ..........................................................      $  473,166      $  405,141

Revolving line of credit ..................................................         164,000          36,000

Income taxes ..............................................................          17,163          14,372

Dividends payable .........................................................          44,915          43,436

Other current liabilities .................................................          73,146          57,989
                                                                                 ----------      ----------

         TOTAL CURRENT LIABILITIES ........................................         772,390         556,938

Long-term debt ............................................................         260,801         209,490

Deferred income taxes .....................................................          89,049          89,049

Minority interests in subsidiaries ........................................          51,858          39,418

SHAREHOLDERS' EQUITY
- --------------------

Stated capital:
    Preferred Stock, par value - $1 per share
       Authorized - 10,000,000 shares - None Issued .......................             -0-             -0-
    Common Stock, par value - $1 per share
       Authorized - 450,000,000 shares
       Issued - 1998 - 179,891,549; 1997 - 178,947,976 ....................         179,892         178,948

Retained earnings .........................................................       1,829,019       1,680,520
                                                                                 ----------      ----------

         TOTAL SHAREHOLDERS' EQUITY .......................................       2,008,911       1,859,468
                                                                                 ----------      ----------

                                                                                 $3,183,009      $2,754,363
                                                                                 ==========      ==========
</TABLE>

See notes to condensed consolidated financial statements.


                                       2
<PAGE>   3

                                                                       FORM 10-Q

                     GENUINE PARTS COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                              Three Months Ended Sept. 30,    Nine Months Ended Sept. 30,
                                              ----------------------------    ---------------------------
                                                  1998             1997          1998            1997
                                                  ----             ----          ----            ----

                                                        (in thousands, except per share data)

<S>                                           <C>               <C>           <C>              <C>       
Net sales ..............................      $1,760,102        $1,555,776    $4,912,623       $4,523,878
Cost of goods sold .....................       1,245,677         1,091,809     3,474,059        3,185,524
                                              ----------        ----------    ----------       ----------
                                                 514,425           463,967     1,438,564        1,338,354
Selling, administrative & other expenses         371,929           325,601     1,021,883          935,011
                                              ----------        ----------    ----------       ----------
                                                                           
Income before income taxes .............         142,496           138,366       416,681          403,343
Income taxes ...........................          56,357            54,654       164,660          159,295
                                              ----------        ----------    ----------       ----------
                                                                           
NET INCOME .............................      $   86,139        $   83,712    $  252,021       $  244,048
                                              ==========        ==========    ==========       ==========
                                                                           
                                                                           
                                                                           
Basic net income per common share ......      $      .48        $      .47    $     1.41       $     1.36
                                              ==========        ==========    ==========       ==========
                                                                           
Diluted net income per common share ....      $      .48        $      .47    $     1.40       $     1.35
                                              ==========        ==========    ==========       ==========
                                                                           
Dividends declared per common share ....      $      .25        $      .24    $      .75       $       72
                                              ==========        ==========    ==========       ==========
                                                                           
                                                                           
                                                                           
Average common shares outstanding ......         180,392           179,447       179,363          179,800
                                                                           
Dilutive effect of stock options and                                       
   non-vested restricted stock awards ..             794               577           641              675
                                              ----------        ----------    ----------       ----------
                                                                           
Average common shares outstanding,                                         
   assuming dilution ...................         181,186           180,024       180,004          180,475
                                              ==========        ==========    ==========       ==========
</TABLE>
                                                                

See notes to condensed consolidated financial statements.



                                       3
<PAGE>   4


                                                                       FORM 10-Q
                     GENUINE PARTS COMPANY AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      Nine Months
                                                                                    Ended Sept. 30,
                                                                                    ---------------
                                                                                     (in thousands)

Cash Provided By:
                                                                                 1998           1997
                                                                                 ----           ----
<S>                                                                           <C>             <C>      
OPERATING ACTIVITIES:
   Net income ..........................................................      $ 252,021       $ 244,048
   Adjustments to reconcile net income to net cash provided by operating
     activities:
     Depreciation ......................................................         47,724          43,882
     Other .............................................................          4,365           4,718
     Changes in operating assets and liabilities:
       Trade accounts receivable .......................................        (69,511)        (86,761)
       Merchandise inventories .........................................        (33,122)        (15,345)
       Trade accounts payable ..........................................         39,218          28,779
       Income taxes payable ............................................          3,308             362
       Other operating assets and liabilities ..........................        (22,818)         (8,211)
                                                                              ---------       ---------

NET CASH PROVIDED BY OPERATING ACTIVITIES ..............................        221,185         211,472

INVESTING ACTIVITIES:
   Purchase of property, plant and equipment ...........................        (63,954)        (73,451)
   Other investing activities ..........................................          7,089           4,879
   Cash paid for EIS, Inc., net of cash acquired 3,017 .................        (55,763)              0
                                                                              ---------       ---------

NET CASH USED IN INVESTING ACTIVITIES ..................................       (112,628)        (68,572)

FINANCING ACTIVITIES:
   Proceeds from revolving line of credit and long-term debt, net ......         95,889          23,000
   Dividends paid ......................................................       (132,873)       (126,664)
   Purchase of stock ...................................................        (64,127)        (65,020)
   Other financing activities ..........................................         12,844          12,398
                                                                              ---------       ---------

NET CASH USED IN FINANCING ACTIVITIES ..................................        (88,267)       (156,286)
                                                                              ---------       ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...................         20,290         (13,386)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......................         72,823          67,373
                                                                              ---------       ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD .............................      $  93,113       $  53,987
                                                                              =========       =========
</TABLE>


See notes to condensed consolidated financial statements.



                                       4
<PAGE>   5


                                                                       FORM 10-Q
NOTES TO FINANCIAL STATEMENTS

Note A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. However, in the opinion of management,
all adjustments necessary to a fair statement of the operations of the interim
period have been made. These adjustments are of a normal recurring nature. The
results of operations for the nine months ended September 30, 1998, are not
necessarily indicative of results for the entire year. Comprehensive income is
not materially different from net income.

Note B - Acquisition of EIS, Inc.

On July 1, 1998, Genuine Parts Company acquired all of the outstanding stock of
EIS, Inc. ("EIS") in exchange for a combination of cash and Genuine Parts
Company common stock, totaling approximately $200 million. EIS is a leading
wholesale distributor of materials and supplies to the electrical and electronic
industries. The acquisition has been recorded using the purchase method of
accounting.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Genuine Parts Company (the "Company") reported record sales and earnings in the
third quarter of 1998. Sales for the quarter were $1.76 billion, up 13% over the
same period in 1997. Net income in the quarter advanced 3% over the third
quarter of 1997 to $86 million. On a per-share diluted basis, net income in the
quarter was $.48 versus $.47 in the same quarter of the prior year.

For the nine months ended September 30, 1998, sales totaled $4.9 billion, up 9%
over the same period in 1997, while net income was $252 million, an increase of
3%. Diluted earnings per share were $1.40 for the first nine months of 1998 and
$1.35 for the same period in 1997.

The Company's sales increase for the quarter excluding the acquisition of EIS
would have been 6%. The Automotive Parts Group had a sales increase of 5% for
the quarter and 4% for the nine month period over the respective period in 1997.
These results, while modest, provided market share gain as the automotive
aftermarket remained relatively flat. Sales for the Industrial Parts Group
increased 8% for the quarter and 10% for the nine months ended September 30,
1998, reflecting increased market share and superior customer service. The
Office Products Group was up 5% for the quarter and 4% for the nine month period
as S. P. Richards continues to expand geographically and focus on improved
service levels while in this slowing economy. Cost of goods sold increased
slightly as a percentage of net sales over the same quarter the prior year and
the nine month period. Selling, administrative and other expenses increased 14%
for the quarter and 9% for the nine months. Selling, administrative and other
expenses increased 8% for the quarter and 7% for the nine months, excluding EIS.
The percentage of selling, administrative and other expenses to net sales
increased slightly, due mostly to increased salaries, employee benefit expenses,
interest expense and store upgrade expenses.

The ratio of current assets to current liabilities remains good at 3.0 to 1 and
the Company's cash position is good.

Year 2000

The Year 2000 problem is the result of computer programs written using two
digits (rather than four) to define the applicable year. Any of the Company's
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000, which could result in miscalculations
or system failures.

The Company is continuing its assessments of the impact of the Year 2000 across
its business and operations, including its customer and vendor base. The Company
has substantially completed its identification of information technology systems
that are not Year 2000 compliant and is in the process of implementing a
comprehensive initiative to make its information technology systems ("IT
systems") and its non-information technology systems ("non-IT systems"),
including embedded electronic circuits in equipment, building security, product
handling and environmental controls, Year 2000 compliant. The initiative covers
the following three phases: (1) identification of all IT and non-IT systems and
an assessment of repair requirements, (2) repair of the identified IT and non-IT
systems, and (3) testing of the IT and non-IT systems repaired to determine
correct manipulation of dates and date-related data. As of September 30, 1998,
the Company has substantially

                                       5
<PAGE>   6
                                                                       FORM 10-Q

completed phase (1) of its initiative and has begun phases (2) and (3). The
Company anticipates that it will substantially complete phase (2) by the end of
the second quarter of fiscal 1999 at which time it will commence its final
testing phase. The Company expects the final testing phase to be complete by
third quarter of 1999.

To date, the Company has not identified any IT or non-IT system that presents a
material risk of not being Year 2000 ready or for which a suitable alternative
cannot be implemented. However, as the initiative moves further into the testing
phase, it is possible that the Company may identify potential risks of Year 2000
disruption. It is also possible that such a disruption could have a material
adverse effect on the financial condition and results of operations. In
addition, if any third parties who provide goods or services or that are
customers that are critical to the Company's business activities fail to
appropriately address their Year 2000 issues, there could be a material adverse
effect on the Company's financial condition and results of operations. The
Company is still in the process of modifying or replacing certain time-sensitive
software programs and other date sensitive devices to avoid a potential
inability to process transactions or engage in other normal business activities.

The Company has initiated formal communications with all of its significant
business partners to evaluate their Year 2000 compliance plans and status of
readiness and to determine the extent to which the Company is vulnerable to
those third parties' failure to remedy their own Year 2000 conversion issues.
However, there can be no guarantee that the systems of other companies on which
the Company's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.

The Company is in the process of identifying and prioritizing any embedded
technology devices which may be deemed to be mission critical or that tend to
have a significant impact on normal operations. The Company has developed a
separate plan to upgrade these higher priority embedded technology devices.
Management currently expects these activities to be substantially complete by
mid 1999.

The Company could potentially experience disruptions to some aspects of its
various activities and operations as a result of non-compliant systems utilized
by the Company or unrelated third parties. Contingency plans are, therefore,
under development to mitigate the extent of any such potential disruption to
business operations.

The Company is utilizing both internal and external resources to reprogram, or
replace, and test the software for Year 2000 modifications. The Company plans to
complete the Year 2000 project, including the renovation, validation and
implementation phases, in approximately one year. The total estimated cost of
the Year 2000 project is estimated between $5 million and $10 million and is
being funded through operating cash flows. These costs are not expected to be
material to the Company's consolidated results of operations. Of the total
project cost, approximately $2 million is attributable to the purchase of new
software or equipment, which will be capitalized. The remaining $3 million to $8
million will be expensed as incurred during the current fiscal year and next
fiscal year. To date, the Company has expensed approximately $2 million related
to the assessment of and preliminary efforts in connection with its Year 2000
project.

The costs of the Year 2000 project and the date which the Company plans to
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events including the
continued availability of certain resources, third party modification plans and
other factors. There can be no guarantee that these estimates will be achieved
and actual results could differ materially from those plans. Specific factors
that might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties.

Important Considerations Related to Forward-Looking Statements

It should be noted that the discussion contained in this Quarterly Report
contains forward-looking statements which are subject to substantial risks and
uncertainties. There are many factors which could cause actual results to differ
materially from those anticipated by statements made herein. Such factors
include, but are not limited to, changes in general economic conditions, the
growth rate of the market for the Company's products and services, the
availability of supplies, as well as a number of other risk factors which could
affect the future performance of the Company.



                                       6
<PAGE>   7
                                                                       FORM 10-Q

PART II - OTHER INFORMATION

Item 5.  Other Information

Shareholder Proposals

The proxy statement solicited by management of the Company with respect to the
1999 Annual Meeting of Shareholders will confer discretionary authority to vote
on any proposals of shareholders of the Company intended to be presented for
consideration at such Annual Meeting that are submitted to the Company after
January 15, 1999.

Acquisitions Announcements

On October 30, 1998, the Company announced that it intends to make a tender
offer for all of the outstanding shares of UAP Inc., a Canadian public company
engaged primarily in automotive and industrial parts distribution business. In
addition, the Company announced that it had entered into a lock-up arrangement
with members of the Prefontaine family pursuant to which such persons agreed to
tender their UAP shares. The Press Release, publicly announcing the tender
offer, is attached hereto as Exhibit 99.1.

October 29, 1998, the Company announced that an agreement in principle has been
reached with the shareholders of Johnson Industries, Inc. in connection with the
Company's proposed acquisition of Johnson Industries. Johnson Industries, based
in Atlanta, Georgia, is an independent distributor of ACDelco, Motorcraft, and
other automotive supplies. The Press Release, publicly announcing the agreement
in principle, is attached hereto as Exhibit 99.2.

Item 6.  Exhibits and Reports on Form 8-K

     (a) The following exhibits are filed as part of this report:

         Exhibit 3.1      Restated Articles of Incorporation of the Company
                          (incorporated herein by reference from the Company's
                          Annual Report on Form 10-K, dated March 3, 1995).

         Exhibit 3.2      Bylaws of the Company, as amended (incorporated
                          herein by reference from the Company's Annual Report
                          on Form 10-K, dated March 5, 1993).

         Exhibit 27       Financial Data Schedule (for SEC use only).

         Exhibit 99.1     Press Release re: UAP Inc.

         Exhibit 99.2     Press Release re: Johnson Industries, Inc.

     (b) No reports on Form 8-K were filed by the registrant during the quarter
         ended September 30, 1998.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         Genuine Parts Company
                                         ---------------------
                                         (Registrant)


Date  November 10, 1998                  /s/ Jerry W. Nix                 
      -----------------                  ---------------------------------------
                                         Jerry W. Nix
                                         Senior Vice President - Finance


                                         /s/ George W. Kalafut           
                                         ---------------------------------------
                                         George W. Kalafut
                                         Executive Vice President - Finance and
                                         Administration (Principal Financial and
                                         Accounting Officer)


                                       7

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GENUINE PARTS COMPANY FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                          93,113
<SECURITIES>                                         0
<RECEIVABLES>                                  817,674
<ALLOWANCES>                                    10,996
<INVENTORY>                                  1,404,318
<CURRENT-ASSETS>                             2,349,014
<PP&E>                                         389,248
<DEPRECIATION>                                 299,050
<TOTAL-ASSETS>                               3,183,009
<CURRENT-LIABILITIES>                          772,390
<BONDS>                                        260,801
                                0
                                          0
<COMMON>                                       179,892
<OTHER-SE>                                   1,829,019
<TOTAL-LIABILITY-AND-EQUITY>                 3,183,009
<SALES>                                      4,912,623
<TOTAL-REVENUES>                             4,912,623
<CGS>                                        3,474,059
<TOTAL-COSTS>                                1,021,883
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              13,639
<INCOME-PRETAX>                                416,681
<INCOME-TAX>                                   164,660
<INCOME-CONTINUING>                            252,021
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   252,021
<EPS-PRIMARY>                                     1.41
<EPS-DILUTED>                                     1.40
        

</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.1
                          [GENUINE PARTS COMPANY LOGO]

FOR IMMEDIATE RELEASE

Contact: Jerry W. Nix, Senior Vice President - Finance
         George W. Kalafut, Executive Vice President - Finance & Administration
         (770) 953-1700


                              GENUINE PARTS COMPANY
                             ANNOUNCES TENDER OFFER
                            FOR SHARES OF UAP INC. -
                  CANADA'S LEADING AUTOMOTIVE PARTS DISTRIBUTOR


Atlanta, Georgia, October 30, 1998 - Genuine Parts Company (NYSE: GPC). Larry
Prince, Chairman of the Board of Directors of Genuine Parts Company, announced
today that Genuine Parts intends to make a tender offer for all the outstanding
Class A Restricted Voting Shares and all the Class B Shares of UAP Inc. ("UAP")
(ticker symbol UAP.A; Montreal and Toronto stock exchanges) for an all cash
consideration of CA$28.50 (US$18.60) per share. The Offer will be subject to
customary conditions, including regulatory approvals, and the condition that not
less than 66 2/3% of the outstanding shares of UAP on a fully diluted basis,
other than the shares already held by Genuine Parts, shall be tendered under the
Offer.

Genuine Parts has entered into a lock-up agreement with a number of the members
of the Prefontaine family representing control of UAP, pursuant to which these
shareholders have irrevocably agreed to tender their 305,278 Class A Restricted
Voting shares and 2,526,498 Class B shares, representing approximately 19% of
all outstanding shares, within five (5) business days of the launching of the
Offer. Genuine Parts further announced that UAP has waived its contractual
standstill rights against Genuine Parts which will allow Genuine Parts to make
the Offer.

Genuine Parts has had an equity interest in UAP since 1989, and currently owns
approximately 20% of UAP. The approximate value of the transaction involving the
remaining 80% of the stock of UAP is CA$356 million (US$225 million). The
transaction is expected to be completed by the end of the year. In addition,
Genuine Parts and UAP have developed a close business relationship over the
years, including in the conduct of UAP's and Genuine Parts' automotive parts
business in the Western Part of Canada and certain of Genuine Parts' and UAP's
industrial parts business through the Motion (Canada) joint venture.


                                    (Cont.)
<PAGE>   2


UAP, founded in 1926, is a Canadian leader in the distribution, marketing and
rebuilding of replacement parts and accessories for automobiles, trucks and
industrial machinery. UAP has the largest network in this sector in Canada, with
annual sales of nearly CA$800 million (US$555 million) and employs approximately
5,300 people.

Mr. Prince stated, "We are pleased to announce our agreement with members of the
Prefontaine family and the tender offer for UAP shares. Our Company has had a
long and successful relationship with UAP through our automotive and industrial
parts joint ventures. The investment in UAP has been a good one for Genuine
Parts and the strategic and economic rationale for increasing our investment is
sound. UAP has a strong management team and outstanding personnel. We feel this
acquisition will enable Genuine Parts Company to further develop its automotive
and industrial parts distribution business in Canada. We will be able to
capitalize on UAP's heavy duty expertise and product lines, have new sales
opportunities for Rayloc and Balkamp, benefit from joint systems development and
other integration possibilities with UAP's hydraulic division and Motion Canada.
Following the consummation of the tender offer, UAP will continue to operate as
a subsidiary of Genuine Parts Company."

Genuine Parts Company, headquartered in Atlanta, Georgia, is engaged in the
distribution of automotive replacement parts from 62 NAPA Distribution Centers
serving approximately 5,600 NAPA Auto Parts Stores in the United States, in
Canada through its joint venture, NAPA/UAP, and in Mexico through its joint
venture, Grupo Auto Todo. Genuine Parts also distributes industrial replacement
parts in the U.S. and Canada through its Motion Industries subsidiary and office
supply products nationwide through its office products subsidiary, S. P.
Richards Company. EIS, Inc. distributes electrical and electronic components
from 56 stocking facilities located throughout the United States.

                                      # # #

<PAGE>   1
                                                                    EXHIBIT 99.2
                          [GENUINE PARTS COMPANY LOGO]

FOR IMMEDIATE RELEASE

Contact:  Jerry W. Nix, Senior Vice President - Finance
          George W. Kalafut, Executive Vice President - Finance & Administration
          (770) 953-1700


                              GENUINE PARTS COMPANY
                ANNOUNCES ACQUISITION OF JOHNSON INDUSTRIES, INC.


Atlanta, Georgia, October 29, 1998 - Genuine Parts Company (NYSE: GPC). Larry
Prince, Chairman of the Board of Directors of Genuine Parts Company, announced
today that an agreement in principle has been reached to acquire Johnson
Industries, Inc. ("Johnson"), an independent distributor of ACDelco, Motorcraft,
and other automotive supplies. Genuine Parts Company will acquire Johnson in
exchange for a combination of cash and Genuine Parts Company common stock. This
acquisition is expected to be completed by December 31, 1998.

Johnson Industries, founded in 1924, is an Atlanta, Georgia based company with
distribution facilities in Atlanta, Harrisburg, Pennsylvania, and Dallas, Texas,
as well as small operations in Santiago, Chile and Monterrey, Mexico. Johnson
stocks 50,000 SKU's and sells primarily to large fleets and new car dealers.
Johnson is an industry leader with annual sales volume of approximately $120
million.

Mr. Prince stated, "We are pleased to welcome Johnson Industries to the GPC
family. They are an extremely service oriented company and much of their growth
has been fueled by their responsiveness to the customer, which, of course, fits
our GPC philosophy of service."

Buddy Johnson, Chairman of Johnson Industries, commented, "We are excited to be
joining with Genuine Parts Company. This gives Johnson Industries a strategic
partner and the combination will enable us to achieve our aggressive growth
objectives."

Genuine Parts Company, headquartered in Atlanta, Georgia, is engaged in the
distribution of automotive replacement parts from 62 NAPA Distribution Centers
serving approximately 5,600 NAPA Auto Parts Stores nationwide, in Canada through
its joint venture, NAPA/UAP, and in Mexico through its joint venture, Grupo Auto
Todo. The company also distributes industrial replacement parts in the U.S. and
Canada through its Motion Industries subsidiary and office supply products
nationwide through its office products subsidiary, S. P. Richards Company. EIS,
Inc. distributes electrical and electronic components from 56 stocking
facilities located throughout the United States.

                                      # # #


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