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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
________
For the Fiscal Year Ended: Commission File No. 1-5690
December 31, 1993
GENUINE PARTS COMPANY
(Exact name of Registrant as specified in its Charter)
GEORGIA 58-0254510
------- ----------
(State of Incorporation) (IRS Employer Identification No.)
2999 Circle 75 Parkway 30339
Atlanta, Georgia (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (404) 953-1700.
Securities registered pursuant to Section 12(b) of the Act and the Exchange on
which such securities are registered:
COMMON STOCK, PAR VALUE, $1 PER SHARE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. / /
The aggregate market value of the Registrant's Common Stock (based upon the
closing sales price reported by the New York Stock Exchange and published in
The Wall Street Journal on February 18, 1994) held by non-affiliates as of
February 18, 1994 was approximately $4,233,262,728.
The number of shares outstanding of Registrant's Common Stock, as of February
18, 1994: 124,464,667.
Documents Incorporated by Reference:
-Portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 1993, are incorporated by reference into Parts
I and II.
-Portions of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 18, 1994 are incorporated by
reference into Part III.
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PART I. ITEM I. BUSINESS.
Genuine Parts Company, a Georgia corporation incorporated on May 7,
1928, is a service organization engaged in the distribution of automotive
replacement parts, industrial replacement parts and office products. In 1993,
business was conducted throughout most of the United States and in western
Canada from more than 1,100 operations. As used in this report, the "Company"
refers to Genuine Parts Company and its subsidiaries, except as otherwise
indicated by the context; and the terms "automotive parts" and "industrial
parts" refer to replacement parts in each respective category.
Industry Segment Data. The following table sets forth the net sales, operating
profit and identifiable assets for the fiscal years 1993, 1992 and 1991
attributable to each of the Company's groups of products which the Company
believes indicate segments of its business. Sales to unaffiliated customers
are the same as net sales. The figures have been restated to give effect to
the acquisition of Berry Bearing Company and affiliates on January 29, 1993,
which was accounted for as a pooling of interests, and is described in Note 2
of "Notes to Consolidated Financial Statements" on Page 23 of the Annual Report
to Shareholders for 1993, which is incorporated herein by reference.
1993 1992 1991
---- ---- ----
NET SALES (in thousands)
---------
Automotive Parts $ 2,485,267 $ 2,318,761 $ 2,188,698
Industrial Parts 1,153,371 1,082,428 1,021,019
Office Products 745,656 615,562 554,019
--------- --------- ---------
TOTAL NET SALES $ 4,384,294 $ 4,016,751 $ 3,763,736
========= ========= =========
OPERATING PROFIT
----------------
Automotive Parts $ 282,791 $ 262,422 $ 260,818
Industrial Parts 96,727 87,493 76,922
Office Products 65,938 50,967 45,112
--------- --------- ---------
TOTAL OPERATING PROFIT 445,456 400,882 382,852
Interest Expense (1,584) (1,871) (5,434)
Corporate Expense (20,405) (17,577) (18,662)
Equity in Income 4,452 2,513 4,000
Minority Interests (2,090) (1,537) (1,638)
--------- --------- ---------
INCOME BEFORE
INCOME TAXES $ 425,829 $ 382,410 $ 361,118
========= ========= =========
IDENTIFIABLE ASSETS
-------------------
Automotive Parts $ 1,152,148 $ 1,040,191 $ 926,617
Industrial Parts 370,633 354,547 338,054
Office Products 283,479 228,802 201,036
--------- --------- ---------
TOTAL IDENTIFIABLE ASSETS 1,806,260 1,623,540 1,465,707
Corporate Assets 6,731 27,333 57,197
Equity Investments 57,765 56,430 54,612
--------- --------- ---------
TOTAL ASSETS $ 1,870,756 $ 1,707,303 $ 1,577,516
========= ========= =========
For additional information regarding industry data, see Page 27 of
Annual Report to Shareholders for 1993.
The majority of the Company's revenue, profitability and identifiable
assets are attributable to the Company's operations in the United States.
Revenue, profitability and identifiable assets in Canada are not material. For
additional information regarding foreign operations, see "Note 1 of Notes to
Consolidated Financial Statements" on Page 23 of Annual Report to Shareholders
for 1993.
Competition - General. The distribution business, which includes all segments
of the Company's business, is highly competitive with the principal methods of
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competition being product quality, sufficiency of inventory, price and the
ability to give the customer prompt and dependable service. The Company
believes many of its competitors have greater financial resources and are more
broadly based than the Company. The Company anticipates no decline in
competition in any of its business segments in the foreseeable future.
Employees. As of December 31, 1993, the Company employed approximately 20,575
persons.
AUTOMOTIVE PARTS GROUP.
The Automotive Parts Group, the largest division of the Company,
distributes automotive replacement parts and accessory items. The Company is
the largest member of the National Automotive Parts Association ("NAPA"), a
voluntary trade association formed in 1925 to provide nationwide distribution
of automotive parts. In addition to the more than 143,000 part numbers that
are available, the Company, in conjunction with NAPA, offers complete
inventory, accounting, cataloging, marketing, training and other programs in
the automotive aftermarket.
As of December 31, 1993, the Company's Automotive Parts Group included
NAPA automotive parts distribution centers and automotive parts stores
("jobbing stores" or "jobbers") owned in the United States by Genuine Parts
Company and Davis & Wilmar, Inc., a wholly owned subsidiary, automotive parts
distribution centers and jobbing stores in western Canada owned and operated by
UAP/NAPA Automotive Western Partnership ("UAP/NAPA"), a general partnership in
which a wholly owned subsidiary of Genuine Parts Company owns a 49% interest,
jobbing stores in the United States operated by corporations in which Genuine
Parts Company owned a 51% interest, distribution centers owned by Balkamp,
Inc., a majority owned subsidiary, and rebuilding plants owned by the Company
and operated by its Rayloc division.
The Company's NAPA automotive parts distribution centers distribute
replacement parts (other than body parts) for substantially all motor vehicle
makes and models in service in the United States, including imported vehicles,
trucks, buses, motorcycles, recreational vehicles and farm vehicles. In
addition, the Company distributes small engines and replacement parts for farm
equipment and heavy duty equipment. The Company's inventories also include
accessory items for such vehicles and equipment, and supply items used by a
wide variety of customers in the automotive aftermarket, such as repair shops,
service stations, fleet operators, automobile and truck dealers, leasing
companies, bus and truck lines, mass merchandisers, farms, industrial concerns
and individuals who perform their own maintenance and parts installation.
Although the Company's domestic automotive operations purchase from more than
150 different suppliers, approximately 73% of 1993 automotive inventories were
purchased from 20 major suppliers. Since 1931, the Company has had return
privileges with most of its suppliers which has protected the Company from
inventory obsolescence.
Distribution System. As of December 31, 1993, Genuine Parts Company operated
63 domestic NAPA automotive parts distribution centers located in 36 states and
654 domestic company-owned jobbing stores located in 39 states. Davis &
Wilmar, Inc. operated 2 NAPA automotive parts distribution centers in
Pennsylvania and West Virginia and 29 jobbing stores in its trading area. In
addition, Genuine Parts Company owned a 51% interest in 42 corporations which
operated 59 jobbing stores in 26 states.
In Canada, Genuine Parts Company Ltd., a wholly owned subsidiary, owns
a 49% interest in UAP/NAPA which operated 8 automotive parts distribution
centers and 81 jobbing stores located in the provinces of Alberta, British
Columbia and Saskatchewan and in the Yukon Territories. The Company's
investment in UAP/NAPA is accounted for by the equity method of accounting;
therefore, the sales figures of UAP/NAPA are not included in the Company's
financial statements.
The Company's distribution centers serve approximately 5,069
independently owned jobbing stores located throughout the market areas served.
Jobbing stores, in turn, sell to a wide variety of customers in the automotive
aftermarket. Collectively, these jobbing stores account for approximately 42%
of the Company's total sales with no jobbing store or group of jobbing stores
with individual or
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common ownership accounting for more than .004% of the Company's total sales.
Products. Distribution centers carry approximately 143,000 different parts and
related supply items. Each item is cataloged and numbered for identification
and accessibility. Significant inventories are carried to provide for fast and
frequent deliveries to customers. Most orders are filled and shipped the same
day as received. The majority of sales are on terms which require payment
within 30 days of the statement date. The Company does not manufacture any of
the products it distributes.
Related Operations. A majority owned subsidiary of Genuine Parts Company,
Balkamp, Inc.("Balkamp"), distributes a wide variety of replacement parts and
accessory items for passenger cars, heavy duty vehicles, motorcycles and farm
equipment. In addition, Balkamp distributes service items such as testing
equipment, lubricating equipment, gauges, cleaning supplies, chemicals and
supply items used by repair shops, fleets, farms and institutions. Balkamp
packages many of the approximately 20,000 part numbers which constitute the
"Balkamp" line of products which are distributed to the members of the National
Automotive Parts Association ("NAPA"). These products are categorized in 150
different product groups purchased from more than 600 suppliers. All Balkamp
items are cataloged separately to provide single source convenience for NAPA
customers. BALKAMP(R), a federally registered trademark, is important to the
sales and marketing promotions of the Balkamp organization. Balkamp has three
distribution centers located in Indianapolis, Indiana, Greenwood, Mississippi,
and West Jordan, Utah.
The Company, through its Rayloc division, also operates six plants
where certain small automotive parts are rebuilt. These products are
distributed to the members of NAPA under the name Rayloc(R).
Segment Data. In the year ended December 31, 1993, sales from the Automotive
Parts Group approximated 57% of the Company's net sales as compared to 58% for
both 1992 and 1991.
Service to Jobbers. The Company believes that the quality and the range of
services provided to its jobber customers constitute a significant part of its
automotive parts distribution system. Such services include fast and frequent
delivery, obsolescence protection, parts cataloging (including the use of
computerized NAPA Jobber catalogues) and stock adjustment through a continuing
parts classification system which allows jobber customers to return certain
merchandise on a scheduled basis. The Company offers jobbers various
management aids, marketing aids and service on topics such as inventory
control, cost analysis, accounting procedures, group insurance and retirement
benefit plans, marketing conferences and seminars, sales and advertising
manuals and training programs. Point of sale/inventory management is available
through TAMS(R) (Total Automotive Management Systems), a computer system
designed and developed by the Company for the NAPA Jobber.
In association with NAPA, the Company has developed and refined an
inventory classification system to determine optimum distribution center and
jobbing store inventory levels for automotive parts stocking based on
automotive registrations, usage rates, production figures, technological
advances and other similar factors. This system, which undergoes continuous
analytical review, is an integral part of the Company's inventory control
procedures and comprises an important feature of the inventory management
services which the Company makes available to its jobber customers. Over the
last 10 years, losses to the Company from obsolescence have been insignificant,
and the Company attributes this to the successful operation of its
classification system.
Competition. In the distribution of automotive parts, the Company competes
with automobile manufacturers (some of which sell replacement parts for
vehicles built by other manufacturers as well as those which they build
themselves), automobile dealers, warehouse clubs and large automotive parts
retail chains. In addition, the Company competes with the distributing outlets
of parts manufacturers, oil companies, mass merchandisers, including the
national retail chains, and with other parts distributors and jobbers.
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NAPA. The Company is a member of the National Automotive Parts Association, a
voluntary association formed in 1925 to provide nationwide distribution of
automotive replacement parts. NAPA, which neither buys nor sells automotive
parts, functions as a trade association whose members operate 74 distribution
centers located throughout the United States, 65 of which are owned and
operated by the Company. NAPA develops marketing concepts and programs which
may be used by its members. It is not involved in the chain of distribution.
Among the automotive lines which each NAPA member purchases and
distributes are certain lines designated, cataloged, advertised and promoted as
"NAPA" lines. The members are not required to purchase any specific quantity
of parts so designated and may, and do, purchase competitive lines from other
supply sources.
The Company and the other NAPA member use the federally registered
trademark NAPA(R) as part of the trade name of their distribution centers and
jobbing stores. The Company contributes to the Association's national
advertising which is designed to increase public recognition of the "NAPA"
name and to promote "NAPA" product lines.
The Company is a party, together with other members of NAPA and NAPA
itself, to a consent decree entered by the Federal District Court in Detroit,
Michigan, on May 4, 1954. The consent decree enjoins certain practices under
the federal antitrust laws, including the use of exclusive agreements with
manufacturers of automotive parts, allocation or division of territories among
several NAPA members, fixing of prices or terms of sale for such parts among
such members, and agreements to adhere to any uniform policy in selecting
jobbers or determining the number and location of, or arrangements with,
jobbers.
INDUSTRIAL PARTS GROUP
The Industrial Parts Group distributes industrial replacement parts
and related supplies. This Group distributes industrial bearings and fluid
transmission equipment, including hydraulic and pneumatic products, material
handling components, agricultural and irrigation equipment and their related
supplies.
In 1993, the Company distributed industrial parts in the United States
through Motion Industries, Inc. ("Motion"), headquartered in Birmingham,
Alabama and Berry Bearing Company and its affiliates (the "Berry Companies"),
headquartered in Chicago, Illinois. Motion and each of the Berry Companies are
wholly owned subsidiaries of the Genuine Parts Company. In Canada, industrial
parts are distributed by Oliver Industrial Supply Ltd., a wholly owned
subsidiary of Genuine Parts Holdings Ltd., headquartered in Lethbridge,
Alberta.
As of December 31, 1993, the Group served more than 150,000 customers
in all types of industries located throughout the United States, and in Canada,
principally in the Provinces of Alberta, Manitoba and Saskatchewan.
Distribution System. In the United States, the Industrial Parts Group operates
5 distribution centers, two re-distribution centers, 10 service centers for
fluid power and special hose applications and approximately 300 branches.
Distribution centers stock and distribute more than 200,000 different items
purchased from over 250 different suppliers. The Group's re-distribution
centers serve as collection points for excess inventory collected from its
branches for re-distribution to those branches which need the inventory.
Approximately 60% of 1993 total industrial purchases were made from 13 major
suppliers. Sales are generated from the Group's branches located in 36 states,
each of which has warehouse facilities, which stock significant amounts of
inventory representative of the lines of products used by customers in the
respective market area served.
In Canada, Oliver Industial Supply Ltd. ("Oliver") operates an
industrial parts and agricultural supply distribution center for its seven
branches serving the industrial and agricultural markets of Alberta, British
Columbia, Manitoba and Saskatchewan in western Canada. In addition to
industrial parts and agricultural supplies, Oliver distributes irrigation
systems and related supplies.
Products. The Industrial Parts Group distributes a wide variety of products to
its customers, primarily industrial concerns, to maintain and operate plants,
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machinery and equipment. Products include such items as hoses, belts,
bearings, pulleys, pumps, valves, chains, gears, sprockets, speed reducers and
electric motors. The nature of this Group's business demands the maintenance
of large inventories and the ability to provide prompt and demanding delivery
requirements. Virtually all of the products distributed are installed by the
customer. Most orders are filled immediately from existing stock and
deliveries are normally made within 24 hours of receipt of order. The majority
of all sales are on open account.
Related Information. Non-exclusive distributor agreements are in effect with
most of the Group's suppliers. The terms of these agreements vary; however, it
has been the experience of the Group that the custom of the trade is to treat
such agreements as continuing until breached by one party, or until terminated
by mutual consent.
Segment Data. In the year ended December 31, 1993, sales from the Company's
Industrial Parts Group approximated 26% of the Company's net sales as compared
to 27% in both 1992 and 1991.
Competition. The Industrial Parts Group competes with other distributors
specializing in the distribution of such items, as well as with general line
distributors. To a lesser extent, the Group competes with manufacturers that
sell directly to the customer.
OFFICE PRODUCTS GROUP
The Office Products Group, through S. P. Richards Company ("S.P.
Richards"), a wholly owned subsidiary of Genuine Parts Company headquartered in
Atlanta, Georgia, is engaged in the wholesale distribution of a broad line of
office products which are used in the daily operation of businesses, schools,
offices and institutions. Office products fall into the general categories of
computer supplies, office furniture, office machines and general office
supplies.
Computer supplies include diskettes, printer supplies, printout paper
and printout binders. Office furniture includes desks, credenzas, chairs,
chair mats, partitions, files and computer furniture. Office machines include
telephones, answering machines, calculators, typewriters, shredders and
copiers. General office supplies include copier supplies, desk accessories,
business forms, accounting supplies, binders, report covers, writing
instruments, note pads, envelopes, secretarial supplies, mailroom supplies,
filing supplies, art/drafting supplies and audio visual supplies.
S. P. Richards Company distributes more than 17,000 items to over
8,000 office supply dealers from 41 distribution centers located in 28 states.
Approximately 62% of 1993 total office products purchases were made from 14
major suppliers. Effective November 1, 1993, S.P. Richards acquired all of the
assets of Lesker Office Furniture, an office furniture wholesaler with four
distribution centers in Pennsylvania, New Jersey, Virginia and Ohio.
S. P. Richards Company sells to qualified resellers of office
products. Customers are offered comprehensive marketing programs which include
flyers, other promotional material and personalized product catalogs. The
marketing programs are supported by all S. P. Richards' distribution centers
which stock all cataloged products and have the capability to provide overnight
delivery.
While many recognized brand-name items are carried in inventory, S. P.
Richards Company also markets items produced for it under its own SPARCO(R)
brand name, as well as its NATURE SAVER(R) brand of recycled products.
Segment Data. In the year ended December 31, 1993, sales from the Company's
Office Products Group approximated 17% of the Company's net sales as compared
to 15% in both 1992 and 1991.
Competition. In the distribution of office supplies to retail dealers, S. P.
Richards Company competes with many other wholesale distributors as well as
with manufacturers of office products and large national retail chains.
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* * * * * * * *
Executive Officers of the Company. The table below sets forth the name and age
of each person deemed to be an executive officer of the Company as of February
21, 1994, the position or office held by each and the period during which each
has served as such. Each executive officer is elected by the Board of
Directors and serves at the pleasure of the Board of Directors until his
successor has been elected and has qualified, or until his earlier death,
resignation, removal, retirement or disqualification.
Year First
Assumed
Name Age Position of Office Position
- ---- --- ------------------ ----------
Larry L. Prince 55 Chairman of the Board of Directors
and Chief Executive Officer 1990/1989
Thomas C. Gallagher 46 President and Chief Operating Officer 1990
George W. Kalafut 60 Executive Vice President-Finance and
Administration * 1991
John J. Scalley 63 Executive Vice President 1986
Keith M. Bealmear 47 Group Vice President 1994
Robert J. Breci 58 Group Vice President 1987
Albert T. Donnon, Jr 46 Group Vice President 1993
Louis W. Rice, Jr 67 Senior Vice President-Personnel 1981
* Also serves as the Company's Principal Financial Officer.
All executive officers have been employed by and have served as officers
of the Company for at least the last five years.
ITEM 2. PROPERTIES.
The Company's headquarters are located in one of two adjacent office
buildings owned by Genuine Parts Company in Atlanta, Georgia.
The Company's Automotive Parts Group operates 65 NAPA Distribution
Centers in the United States distributed among nine geographic divisions. More
than 90% of these distribution centers are owned by the Company. At December
31, 1993, the Company owned 683 jobbing stores located in 40 states, and
Genuine Parts Company owned a 51% interest in 59 jobbing stores located in 26
states. Other than jobbing stores located within Company owned distribution
centers, most of the jobbing stores were operated in leased facilities. In
addition, UAP/NAPA, in which Genuine Parts Company owns a minority interest,
operated 81 jobbing stores in Western Canada. The Company's Automotive Parts
Group also operates three Balkamp distribution centers, six Rayloc rebuilding
plants, two transfer and shipping facilities and a Rayloc warehouse.
The Company's Industrial Parts Group, operating through Motion and the
Berry Companies, operates five distribution centers, two re-distribution
centers, 10 service centers and approximately 300 branches. Approximately 80%
of these branches are operated in leased facilities. In addition, the
Industrial Parts Group operates an industrial parts and agricultural supply
distribution center in Western Canada for its seven branches of which
approximately 85% are operated in leased facilities.
The Company's Office Products Group operates 41 distribution centers in
the United States distributed among the Group's five geographic divisions.
Approximately 75% of these distribution centers are operated in leased
facilities.
For additional information regarding rental expense on leased properties,
see "Note 5 of Notes to Consolidated Financial Statements" on Page 24 of
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Annual Report to Shareholders for 1993.
ITEM 3. LEGAL PROCEEDINGS.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK-
HOLDER MATTERS.
Information required by this item is set forth under the heading
"Market and Dividend Information" on Page 18 of Annual Report to Shareholders
for the year ended December 31, 1993, and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Information required by this item is set forth under the heading
"Selected Financial Data" on Page 18 of Annual Report to Shareholders for the
year ended December 31, 1993, and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information required by this item is set forth under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on Page 26 of Annual Report to Shareholders for the year ended
December 31, 1993, and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required by this item is set forth in the consolidated
financial statements on Pages 20 through 25 and Page 27, in "Report of
Independent Auditors" on Page 19, and under the heading "Quarterly Results of
Operations" on Page 27, of the Annual Report to Shareholders for the year ended
December 31, 1993, and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item is set forth on Pages 1 through 6,
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and Page 16 of the definitive proxy statement for the Company's Annual Meeting
to be held on April 18, 1994, and is incorporated herein by reference. Certain
information about Executive Officers of the Company is included in Item 1 of
Part I of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is set forth on Page 5, and on
Pages 7 through 16 of the definitive proxy statement for the Company's Annual
Meeting to be held on April 18, 1994, and is incorporated herein by reference.
In no event shall the information contained in the definitive proxy statement
for the Company's 1994 Annual Meeting on Pages 9 through 11 under the heading
"Compensation and Stock Option Committee Report on Executive Compensation" or
on Pages 15 and 16 under the heading "Performance Graph" be incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is set forth on Pages 5 and 6 of
the definitive proxy statement for the Company's Annual Meeting to be held on
April 18, 1994, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is set forth on Page 16 of the
definitive proxy statement for the Company's Annual Meeting to be held on April
18, 1994, and is incorporated herein by reference.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K.
(a) (1) and (2) The response to this portion of Item 14 is submitted as
a separate section of this report.
(3) The following Exhibits are filed as part of this report in Item
14(c):
Exhibit 3.1.1 Restated Articles of Incorporation of the Company,
dated as of April 18, 1988, and as amended April
17, 1989. (Incorporated herein by reference from
the Company's Quarterly Report on Form 10-Q, dated
May 8, 1989).
Exhibit 3.1.2 Amendment to the Restated Articles of Incorporation
of the Company, dated as of November 20, 1989.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated March
12, 1990).
Exhibit 3.2 By-laws of the Company, as amended. (Incorporated
herein by reference from the Company's Annual
Report on Form 10-K, dated March 5, 1993).
Exhibit 4.1 Shareholder Protection Rights Agreement, dated as
of November 20, 1989, between the Company and Trust
Company Bank, as Rights Agent. (Incorporated
herein by reference
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from the Company's Report on Form 8-K, dated
November 20, 1989).
Exhibit 10.1 * Incentive Stock Option Plan. (Incorporated herein
by reference from the Company's Annual Meeting
Proxy Statement, dated March 12, 1982).
Exhibit 10.2 * 1988 Stock Option Plan. (Incorporated herein by
reference from the Company's Annual Meeting Proxy
Statement, dated March 9, 1988).
Exhibit 10.3 * Form of Amendment to Executive Supplemental
Retirement Income Agreement adopted February 13,
1989, between the Company and William C. Hatcher.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated March
15, 1989).
Exhibit 10.4 * Form of Amendment to Deferred Compensation
Agreement, adopted February 13, 1989, between the
Company and certain executive officers of the
Company. (Incorporated herein by reference from
the Company's Annual Report on Form 10-K, dated
March 15, 1989).
Exhibit 10.5 * Form of Agreement adopted February 13, 1989,
between the Company and certain executive officers
of the Company providing for a supplemental
employee benefit upon a change in control of the
Company. (Incorporated herein by reference from
the Company's Annual Report on Form 10-K, dated
March 15, 1989).
Exhibit 10.6 * Genuine Parts Company Partnership Plan, effective
July 1, 1988. (Incorporated herein by reference
from the Company's Annual Report on Form 10-K,
dated March 15, 1989).
Exhibit 10.7 * Genuine Parts Company Supplemental Retirement Plan,
effective January 1, 1991. (Incorporated herein by
reference from the Company's Annual Report on Form
10-K, dated March 8, 1991).
Exhibit 10.8 * 1992 Stock Option and Incentive Plan, effective
April 20, 1992. (Incorporated herein by reference
from the Company's Annual Meeting Proxy Statement,
dated March 6, 1992).
Exhibit 10.9 * The Genuine Parts Company Tax-Deferred Savings
Plan, effective January 1, 1993.
* Indicates executive compensation plans and
arrangements
Exhibit 13 The following sections and pages of the 1993 Annual
Report to Shareholders:
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- Selected Financial Data on Page 18
- Market and Dividend Information on Page 18
- Report of Independent Auditors of Page 19
- Consolidated Financial Statements and Notes to
Consolidated Financial Statements on Pages
20 - 25
- Management's Discussion and Analysis of
Financial Condition and Results of Operations on
Page 26
- Industry Data Information on Page 27
- Quarterly Results of Operations on Page 27
Exhibit 22 Subsidiaries of the Company
Exhibit 24 Consent of Independent Auditors
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Registrant during the last quarter of the fiscal year.
(c) Exhibits. The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules. The response to this portion of Item
14 is submitted as a separate section of this report.
SIGNATURES.
Pursuant to the requirements of Section 13 or 15(d) 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
/s/Larry L. Prince 3/4/94 /s/George W. Kalafut 3/4/94
- ------------------------------------- ------------------------------------
Larry L. Prince (Date) George W. Kalafut (Date)
Chairman of the Board Executive Vice President -
and Chief Executive Officer Finance and Administration and
Principal Financial Officer
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/James R. Courim 2/21/94 /s/William A. Parker 2/21/94
- ------------------------------------- ------------------------------------
James R. Courim (Date) William A. Parker (Date)
Director Director
/s/Bradley Currey, Jr. 2/21/94 /s/Larry L. Prince 2/21/94
- ------------------------------------- ------------------------------------
Bradley Currey, Jr. (Date) Larry L. Prince (Date)
Director Director
Chairman of the Board and
Chief Executive Officer
/s/Jean Douville 2/21/94 /s/John J. Scalley 2/21/94
- ------------------------------------- ------------------------------------
Jean Douville (Date) John J. Scalley (Date)
Director Director
Chairman of the Board and Executive Vice President
Chief Executive Officer UAP INC.
/s/John B. Ellis 2/21/94 /s/Alana S. Shepherd 2/21/94
- ------------------------------------- ------------------------------------
John B. Ellis (Date) Alana S. Shepherd (Date)
Director Director
/s/Thomas C. Gallagher 2/21/94 /s/Lawrence G. Steiner 2/21/94
- ------------------------------------- ------------------------------------
Thomas C. Gallagher (Date) Lawrence G. Steiner (Date)
Director Director
President and Chief Operating Officer
/s/E. Reginald Hancock 2/21/94 /s/James B. Williams 2/21/94
- ------------------------------------- ------------------------------------
E. Reginald Hancock (Date) James B. Williams (Date)
Director Director
/s/Gardner E. Larned 2/21/94
- -------------------------------------
Gardner E. Larned (Date)
Chairman of the Board and
Chief Executive Officer of Berry
Bearing Company and Its Affiliates
-12-
13
ANNUAL REPORT ON FORM-10-K
ITEM 14(a)(1) AND (2), (c) AND (d)
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1993
GENUINE PARTS COMPANY
ATLANTA, GEORGIA
14
FORM 10-K - ITEM 14(A)(1) AND (2)
GENUINE PARTS COMPANY AND SUBSIDIARIES
INDEX OF FINANCIAL STATEMENTS
The following consolidated financial statements of Genuine Parts Company and
subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 1993, are incorporated by
reference in Item 8:
Consolidated balance sheets -- December 31, 1993 and 1992
Consolidated statements of income -- Years ended December 31, 1993,
1992 and 1991
Consolidated statements of shareholders' equity -- Years ended December
31, 1993, 1992 and 1991
Consolidated statements of cash flows -- Years ended December 31, 1993,
1992 and 1991
Notes to consolidated financial statements -- December 31, 1993
The following consolidated financial statement schedule of Genuine Parts
Company and subsidiaries is included in Item 14(d):
Schedule IX - Short-term borrowings
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
15
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(3)
LIST OF EXHIBITS
The following Exhibits are filed as a part of this Report:
10.9* The Genuine Parts Company Tax-Deferred Savings Plan, effective
January 1, 1993
13 The following Sections and Pages of Annual Report to Shareholders
for 1993:
- Selected Financial Data on Page 18
- Market and Dividend Information on Page 18
- Report of Independent Auditors on Page 19
- Consolidated Financial Statements and Notes to Consolidated
Financial Statements on Pages 20-25
- Management's Discussion and Analysis of Financial Condition
and Results of Operations on Page 26
- Industry Data Information on Page 27
- Quarterly Results of Operations on Page 27
22 Subsidiaries of the Company
24 Consent of Independent Accountants
The following Exhibits are incorporated by reference as set forth in Item 14 on
pages 9 and 10 of this Form 10-K:
- 3.1.1 Restated Articles of Incorporation of the Company, dated as
of April 18, 1988, and as amended April 17, 1989.
- 3.1.2 Amendment to the Articles of Incorporation of the Company,
dated as of November 20, 1989.
- 3.2 By-laws of the Company, as amended.
- 4.1 Shareholder Protection Rights Agreement, dated as of
November 20, 1989, between the Company and Trust Company
Bank, as Rights Agent.
- 10.1* Incentive Stock Option Plan.
- 10.2* 1988 Stock Option Plan.
- 10.3* Form of Amendment to Executive Supplemental Retirement
Income Agreement adopted February 13, 1989, between the
Company and William C. Hatcher and Earl Dolive.
- 10.4* Form of Amendment to Deferred Compensation Agreement
adopted February 13, 1989, between the Company and certain
executive officers of the Company.
- 10.5* Form of Agreement adopted February 13, 1989, between the
Company and certain executive officers of the Company
providing for a supplemental employee benefit upon a
change in control of the Company.
- 10.6* Genuine Parts Company Partnership Plan, effective July 1,
1988.
16
- 10.7* Genuine Parts Company Supplemental Retirement Plan,
effective January 1, 1991.
- 10.8* 1992 Stock Option and Incentive Plan, effective April 20,
1992.
* Indicates executive compensation plans and arrangements