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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENUINE PARTS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-0254510
(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
2999 Circle 75 Parkway
Atlanta, Georgia 30339
(Address of Principal Executive Offices) (Zip Code)
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<S> <C>
If this form relates to the registration of a class If this form relates to the registration of a
of securities pursuant to Section 12(b) of the class of securities pursuant to Section 12(g) of
Exchange Act and is effective pursuant to General the Exchange Act and is effective pursuant to
Instruction A.(c), please check the following box. [X] General Instruction A.(d), please check the following box. [ ]
</TABLE>
Securities Act registration statement file number to which this form
relates: N/A
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Series A Junior Participating Preferred New York Stock Exchange
Stock Purchase Rights
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 15, 1999, the Board of Directors of Genuine Parts Company
(the "Company") declared a distribution of one right (a "Right") for each
outstanding share of the Company's Common Stock, par value $1.00 per share (the
"Common Stock"), to shareholders of record at the close of business on November
25, 1999 and for each share of Common Stock issued (including shares distributed
from treasury) by the Company thereafter and prior to the Separation Time (as
described below). Each Right entitles the registered holder to purchase from the
Company one ten-thousandth (1/10,000th) of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), at a purchase price of $100 per Unit (the "Exercise Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Shareholder Protection Rights Agreement between the Company and SunTrust Bank,
Atlanta, as Rights Agent, dated as of November 15, 1999 (the "Rights
Agreement").
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights Certificates
will be distributed. The Rights will separate from the Common Stock and the
Separation Time will occur upon the earlier of (i) ten business days (unless
otherwise accelerated or delayed by the Board) following public announcement by
the Company that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, obtained the right to acquire, or otherwise
obtained beneficial ownership of 20% or more of the then-outstanding shares of
Common Stock, or (ii) ten business days (unless otherwise delayed by the Board)
following the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 20% or more of the then-outstanding
shares of Common Stock. An Acquiring Person does not include (a) any person who
is a beneficial owner of 20% or more of the Common Stock on November 15, 1999
(the date of adoption of the Rights Agreement), unless such person or group
shall thereafter acquire beneficial ownership of any additional Common Stock and
fails to reduce its beneficial ownership of Common Stock to previous levels, (b)
a person who acquires beneficial ownership of 20% or more of the Common Stock
without any intention to effect control of the Company and who thereafter
promptly divests sufficient shares so that such person ceases to be the
beneficial owner of 20% or more of the Common Stock, or (c) any person who is or
becomes a beneficial owner of 20% or more of the Common Stock as the result of
an option granted by the Company in connection with an agreement to acquire or
merge with the Company prior to a Flip-In Date (as described below). In
addition, the Company, any wholly owned subsidiary of the Company and any
employee stock ownership or other employee benefit plan of the Company or a
wholly owned subsidiary of the Company shall not be an Acquiring Person.
Until the Separation Time, (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after November 25, 1999
(including shares distributed from treasury) will bear a legend incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates representing outstanding
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Common Stock will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
Promptly after the Separation Time, Rights Certificates will be mailed
to holders of record of Common Stock as of the close of business on the date
when the Separation Time occurs (other than holders of Rights that are or were
beneficially owned by an Acquiring Person or an affiliate or associate thereof
or by any transferee of any of the foregoing, which Rights shall be void) and,
thereafter, the separate Rights Certificates alone will represent the Rights.
The Rights are not exercisable until the Separation Time and will
expire at the close of business on November 15, 2009 unless earlier exchanged or
terminated by the Company as described below.
If a Flip-In Date occurs (i.e., the close of business ten business days
following a public announcement by the Company that a person has become an
Acquiring Person), and if the Company has not terminated the Rights as described
below, then a Right entitles the holder thereof to acquire shares of Common
Stock (rather than Preferred Stock) having a value equal to twice the Right's
Exercise Price. Instead of issuing shares of Common Stock upon exercise of a
Right following a Flip-In Date, the Company may substitute therefor shares of
Preferred Stock at a ratio of one ten-thousandth (1/10,000th) of a share of
Preferred Stock for each share of Common Stock so issuable. In the event there
are not sufficient treasury shares or authorized but unissued shares of Common
Stock or Preferred Stock to permit exercise in full of the Rights, the Company
may substitute cash, debt or equity securities or other assets (or any
combination of the above). In addition, the Board of Directors of the Company
may, after a Flip-In Date and prior to the time that an Acquiring Person becomes
the beneficial owner of more than 50% of the Common Stock, elect to exchange all
outstanding Rights (other than Rights that have become void) for shares of
Common Stock at an exchange ratio (subject to adjustment) of one share of Common
Stock per Right. NOTWITHSTANDING ANY OF THE FOREGOING, RIGHTS THAT ARE, OR
(UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT) WERE,
BENEFICIALLY OWNED BY ANY PERSON ON OR AFTER THE DATE SUCH PERSON BECOMES AN
ACQUIRING PERSON WILL BE NULL AND VOID.
Following the Flip-In Date, if the Company's Board of Directors is
controlled by an Acquiring Person, then the Company shall not enter into an
agreement with respect to, consummate or permit to occur any (i) consolidation,
merger or share exchange if either the Acquiring Person (or an affiliate or
associate of the Acquiring Person) is a party to the transaction or the terms of
the transaction are not the same for the Acquiring Person as for the other
holders of Common Stock or (ii) sale or transfer of a majority of the Company's
assets, unless, in each case, the Company enters into an agreement for the
benefit of the holders of the Rights (other than Rights that have become void)
providing that upon consummation of such transaction each Right (other than
Rights that have become void)
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shall constitute the right to purchase stock in the acquiring entity having a
value equal to twice the Exercise Price of the Rights.
The exercise price payable and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution in the event of a
stock dividend, stock split or reverse stock split, or other recapitalization
which would change the number of shares of Common Stock outstanding.
If prior to the Separation Time, the Company distributes securities or
assets in exchange for Common Stock (other than regular cash dividends or a
dividend paid solely in Common Stock) whether by dividend, reclassification, or
otherwise, the Company shall make such adjustments, if any, in the Exercise
Price, number of Rights and otherwise as the Board of Directors deems
appropriate.
At any time until the close of business on the Flip-In Date, the Board
of Directors may terminate all of the Rights without any payment to the holders
thereof. The Board of Directors may condition termination of the Rights upon the
occurrence of a specified future time or event. Rights that are terminated will
become null and void.
Any provisions of the Rights Agreement may be amended at any time prior
to the close of business on the Flip-In Date without the approval of holders of
the Rights, and thereafter, the Rights Agreement may be amended without approval
of the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders generally or to cure an ambiguity or to correct
or supplement any provision which may be inconsistent with any other provision
or otherwise defective.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.
As of November 1, 1999, there were 177,584,694 shares of Common Stock
outstanding. Each holder of an outstanding share of Common Stock at the close of
business on November 25, 1999 will receive one Right. So long as the Rights
Agreement remains in effect and the Rights continue to remain attached to and
trade with the Common Shares, the Company will issue one Right for each share of
Common Stock (including shares distributed from treasury) issued between the
record date for issuance of the Rights and the Separation Time, so that all
outstanding shares have attached Rights. A total of 45,000 whole shares of
Preferred Stock have been initially reserved for issuance upon exercise of the
Rights. The number of shares of Preferred Stock subject to the Rights may be
increased or decreased (but not below the number of shares then outstanding) by
the Board of Directors of the Company.
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Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Stock) paid with
respect to a share of Common Stock and, on a quarterly basis, an amount per
whole share of Preferred Stock equal to the excess of $1.00 over the aggregate
dividends per whole share of Preferred Stock during the immediately preceding
three-month period.
In the event of liquidation, the holder of each Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $.0001 or
the per share amount paid in respect of a share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with
the Common Stock.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share consideration paid in
respect of each share of Common Stock.
The rights of holders of the Preferred Stock as to dividends,
liquidation and voting, and in the event of mergers, statutory share exchanges
and consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board of Directors of the Company unless
the offer is conditioned on a substantial number of Rights being acquired.
However, the Rights should not interfere with any merger, statutory share
exchange or other business combination approved by the Board of Directors since
the Rights may be terminated by the Company upon resolution of the Board of
Directors at any time on or prior to the close of business ten business days
after announcement by the Company that a person has become an Acquiring Person.
Thus, the Rights are intended to encourage persons who may seek to acquire
control of the Company to initiate such an acquisition through negotiations with
the Board of Directors. However, the effect of the Rights may be to discourage a
third party from making a partial tender offer or otherwise attempting to obtain
a substantial equity position in the equity securities of, or seeking to obtain
control of, the Company. To the extent any potential acquirors are deterred by
the Rights, the Rights may have the effect of preserving incumbent management in
office.
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A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated November 15, 1999, and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of November 15, 1999,
between Genuine Parts Company and SunTrust Bank, Atlanta (which includes as
Exhibit A thereto the Form of Rights Certificate), incorporated herein by
reference to Exhibit 99.1 of the Form 8-K, dated November 15, 1999, of Genuine
Parts Company.
2. Press release dated November 15, 1999, incorporated herein by
reference to Exhibit 99.2 of the Form 8-K, dated November 15, 1999, of Genuine
Parts Company.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
GENUINE PARTS COMPANY
Date: November 15, 1999 By: /s/ George W. Kalafut
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Name: George W. Kalafut
Title: Executive Vice President -
Finance and Administration
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