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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
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For the Fiscal Year Ended: Commission File No. 1-5690
December 31, 1994
GENUINE PARTS COMPANY
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(Exact name of Registrant as specified in its Charter)
GEORGIA 58-0254510
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(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
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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 10, 1995) held by non-affiliates as of
February 10, 1995 was approximately $ 4,317,450,279.00.
The number of shares outstanding of Registrant's Common Stock, as of February
10, 1995: 122,635,533.
Documents Incorporated by Reference:
-Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1994, 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 17, 1995 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 1994,
business was conducted throughout most of the United States and in western
Canada from more than 1200 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.
Recent Developments. Effective January 1, 1995, the Company combined its Des
Moines and DeWitt, Iowa, automotive operations, with the surviving operation
being the NAPA Des Moines Distribution Center.
Industry Segment Data. The following table sets forth the net sales, operating
profit and identifiable assets for the fiscal years 1994, 1993 and 1992
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.
1994 1993 1992
---- ---- ----
NET SALES (in thousands)
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Automotive Parts $ 2,693,961 $ 2,485,267 $ 2,318,761
Industrial Parts 1,317,495 1,153,371 1,082,428
Office Products 846,959 745,656 615,562
--------- --------- ---------
TOTAL NET SALES $ 4,858,415 $ 4,384,294 $ 4,016,751
========= ========= =========
OPERATING PROFIT
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Automotive Parts $ 304,164 $ 282,791 $ 262,422
Industrial Parts 111,822 96,727 87,493
Office Products 78,206 65,938 50,967
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TOTAL OPERATING PROFIT 494,192 445,456 400,882
Interest Expense (1,321) (1,584) (1,871)
Corporate Expense (22,854) (20,405) (17,577)
Equity in Income 7,224 4,452 2,513
Minority Interests (2,373) (2,090) (1,537)
--------- --------- ---------
INCOME BEFORE
INCOME TAXES $ 474,868 $ 425,829 $ 382,410
========= ========= =========
IDENTIFIABLE ASSETS
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Automotive Parts $ 1,223,416 $ 1,152,148 $ 1,040,191
Industrial Parts 404,647 370,633 354,547
Office Products 308,817 283,479 228,802
--------- --------- ---------
TOTAL IDENTIFIABLE ASSETS 1,936,880 1,806,260 1,623,540
Corporate Assets 5,950 6,731 27,333
Equity Investments 86,641 57,765 56,430
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TOTAL ASSETS $ 2,029,471 $ 1,870,756 $ 1,707,303
========= ========= =========
For additional information regarding industry data, see Page 27 of
Annual Report to Shareholders for 1994.
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 and Mexico 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
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Shareholders for 1994.
Competition - General. The distribution business, which includes all segments
of the Company's business, is highly competitive with the principal methods of
competition being product quality, sufficiency of inventory, price and the
ability to give the customer prompt and dependable service. The Company
anticipates no decline in competition in any of its business segments in the
foreseeable future.
Employees. As of December 31, 1994, the Company employed approximately 21,285
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 150,000 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.
During 1994, the Company's Automotive Parts Group included NAPA
automotive parts distribution centers and automotive parts stores ("auto parts
stores" or "NAPA Auto Parts stores") owned in the United States by Genuine
Parts Company and Davis & Wilmar, Inc., a wholly owned subsidiary; automotive
parts distribution centers and auto parts 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; auto parts stores in Alaska owned and operated by Parts,
Incorporated, a wholly owned subsidiary of Genuine Parts Company; auto parts
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; rebuilding plants owned by the Company and operated
by its Rayloc division; and since October 1, 1994, automotive parts
distribution centers in Mexico, owned and operated by Grupo Auto Todo, S.A. de
C.V. ("Auto Todo"), a joint venture company in which a wholly owned subsidiary
of Genuine Parts Company owns a 49% interest.
On December 31, 1994, Davis & Wilmar, Inc. and Parts, Incorporated
were merged into Genuine Parts Company and their existence as separate wholly
owned subsidiaries ceased.
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 81% of 1994 automotive inventories were
purchased from 25 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. In 1994, Genuine Parts Company and its Davis & Wilmar,
Inc. subsidiary, operated 65 domestic NAPA automotive parts distribution
centers located in 37 states and 722 domestic company-owned NAPA Auto Parts
stores located in 41 states. In addition, at December 31, 1994, Genuine Parts
Company owned a 51% interest in 49 corporations which operated 65 auto parts
stores in 28 states.
In Canada, Genuine Parts Company Ltd., a wholly-owned subsidiary, owns
a 49% interest in UAP/NAPA which operated 9 automotive parts distribution
centers
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and 125 auto parts stores located in the provinces of Alberta, British
Columbia, Manitoba and Saskatchewan and in the Yukon Territories. In addition,
the Company has an approximate 23% interest in UAP Inc., a publicly traded
Canadian corporation, that owns the other 51% interest in UAP/NAPA and further
engages in the distribution of automotive parts primarily in eastern Canada.
In Mexico, Auto Todo owns and operates 8 distribution centers. Auto Todo is
not licensed to and does not use the NAPA(R) name in Mexico. The Company's
investments in UAP/NAPA, UAP Inc. and Auto Todo are accounted for by the equity
method of accounting.
The Company's distribution centers serve approximately 5,100
independently owned NAPA Auto Parts stores located throughout the market areas
served. NAPA Auto Parts stores, in turn, sell to a wide variety of customers
in the automotive aftermarket. Collectively, these auto parts stores account
for approximately 37% of the Company's total sales with no auto parts store or
group of auto parts stores with individual or common ownership accounting for
more than .37% of the Company's total sales.
Products. Distribution centers carry approximately 150,000 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. The majority of products are distributed under
the NAPA(R) name, a mark licensed to the Company by the National Automotive
Parts Association.
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 owned by the National
Automotive Parts Association and licensed to Balkamp, 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). Rayloc(R) is a
mark licensed to the Company by the National Automotive Parts Association.
Segment Data. In the year ended December 31, 1994, sales from the Automotive
Parts Group approximated 56% of the Company's net sales as compared to 57% in
1993 and 58% in 1992.
Service to NAPA Auto Parts Stores. The Company believes that the quality and
the range of services provided to its auto parts 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 Auto Parts catalogues) and stock
adjustment through a continuing parts classification system which allows auto
parts customers to return certain merchandise on a scheduled basis. The
Company offers its NAPA Auto Parts store customers 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 Auto Parts
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store.
In association with NAPA, the Company has developed and refined an
inventory classification system to determine optimum distribution center and
auto parts 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 NAPA Auto Parts store
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.
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 currently operate 73
distribution centers located throughout the United States, 64 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 members 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 parts
customers or determining the number and location of, or arrangements with, auto
parts customers.
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 1994, the Company distributed industrial parts in the United States
through Motion Industries, Inc. ("Motion"), headquartered in Birmingham,
Alabama, and Berry Bearing Company ("Berry Bearing") and its affiliates (the
"Berry Companies"), headquartered in Chicago, Illinois. At December 31, 1994,
the Berry Companies were merged into Berry Bearing. Motion and Berry Bearing
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. Genuine Parts Holdings Ltd. is a wholly-owned subsidiary of the
Company.
As of December 31, 1994, the Group served more than 150,000 customers in
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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 over 310 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 50%
of 1994 total industrial purchases were made from 15 major suppliers. Sales
are generated from the Group's branches located in 38 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 Industrial 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,
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, 1994, sales from the Company's
Industrial Parts Group approximated 27% of the Company's net sales as compared
to 26% in 1993 and 27% in 1992.
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 machines, general office supplies, and office
furniture sold primarily under the Lesker Furniture name.
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
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pads, envelopes, secretarial supplies, mailroom supplies, filing supplies,
art/drafting supplies and audio visual supplies.
S. P. Richards distributes more than 18,000 items to over 7,000
office supply dealers from 41 distribution centers located in 28 states. The
newest distribution center opened in Middletown, New York in March, 1994.
Approximately 62% of 1994 total office products purchases were made from 14
major suppliers.
S. P. Richards 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 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, 1994, sales from the Company's
Office Products Group approximated 17% of the Company's net sales as compared
to 17% in 1993 and 15% in 1992.
Competition. In the distribution of office supplies to retail dealers, S. P.
Richards competes with many other wholesale distributors as well as with
manufacturers of office products and large national retail chains.
* * * * * * * *
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
20, 1995, 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 56 Chairman of the Board of Directors
and Chief Executive Officer 1990/1989
Thomas C. Gallagher 47 President and Chief Operating Officer 1990
George W. Kalafut 61 Executive Vice President-Finance and
Administration * 1991
John J. Scalley 64 Executive Vice President 1986
Keith M. Bealmear 48 Group Vice President 1994
Robert J. Breci 59 Group Vice President 1987
Albert T. Donnon, Jr 47 Group Vice President 1993
Louis W. Rice, Jr 68 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 currently operates 64 NAPA
Distribution Centers in the United States distributed among nine geographic
divisions. More than 90% of the distribution center properties are owned by
the Company. At December 31, 1994, the Company owned 722 NAPA Auto Parts
stores located in 41
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states, and Genuine Parts Company owned a 51% interest in 65 auto parts store
stores located in 28 states. Other than NAPA Auto Parts stores located within
Company owned distribution centers, most of the auto parts stores were operated
in leased facilities. In addition, UAP/NAPA, in which Genuine Parts Company
owns a minority interest, operated 125 auto parts 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
Berry Bearing, operates 5 distribution centers, 2 re-distribution centers, 10
service centers and over 310 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 7 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 six 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 Annual Report to Shareholders for 1994.
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, 1994, 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, 1994, and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS.
Information required by this item is set forth under the
heading "Management's Discussion and Analysis" on Page 26 of Annual Report to
Shareholders for the year ended December 31, 1994, and is incorporated herein
by reference.
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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, 1994, 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 4, and Page 17 of the definitive proxy statement for the Company's
Annual Meeting to be held on April 17, 1995, 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 Pages 4 and
5, and on Pages 7 through 17 of the definitive proxy statement for the
Company's Annual Meeting to be held on April 17, 1995, and is incorporated
herein by reference. In no event shall the information contained in the
definitive proxy statement for the Company's 1995 Annual Meeting on Pages 9
through 11 under the heading "Compensation and Stock Option Committee Report on
Executive Compensation" or on Pages 16 and 17 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 17, 1995, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is set forth on Page 17 of
the definitive proxy statement for the Company's Annual Meeting to be held on
April 17, 1995, 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 Restated Articles of Incorporation of the
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Company, dated as of April 18, 1988, and
as amended April 17, 1989 and amendments
to the Restated Articles of
Incorporation of the Company, dated as
of November 20, 1989 and April 18, 1994.
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 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 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 10.4 * 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 10.5 * 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 10.6 * 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).
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Exhibit 10.7 * The Genuine Parts Company Restated
Tax-Deferred Savings Plan, effective
January 1, 1993.
Exhibit 10.8 * Restricted Stock Agreement dated March
31, 1994, between the Company and Larry
L. Prince. (Incorporated herein by
reference from the Company's Form 10-Q,
dated May 6, 1994).
Exhibit 10.9 * Restricted Stock Agreement dated March
31, 1994, between the Company and
Thomas C. Gallagher. (Incorporated
herein by reference from the Company's
Form 10-Q, dated May 6, 1994).
Exhibit 10.10 * Amendment No. 2 to the Genuine Parts
Company Supplemental Retirement Plan,
effective January 1, 1995.
Exhibit 10.11 * Genuine Partnership Plan, as amended and
restated January 1, 1994.
Exhibit 10.12 * Genuine Parts Company Pension Plan, as
amended and restated effective January
1, 1989.
* Indicates executive compensation plans and arrangements
Exhibit 13 The following sections and pages of the
1994 Annual Report to Shareholders:
- 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
on Page 26
- Industry Data Information on Page 27
- Quarterly Results of Operations on
Page 27
Exhibit 21 Subsidiaries of the Company
Exhibit 23 Consent of Independent Auditors
Exhibit 27 Financial Data Schedule (for SEC
purposes only)
(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
-11-
12
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 3/3/95 /s/ George W. Kalafut 3/3/95
- ------------------------------------- ------------------------------------
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 and Accounting
Officer
-12-
13
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.
- ------------------------------------- ------------------------------------
James R. Courim (Date) William A. Parker (Date)
Director Director
/s/Bradley Currey, Jr. 2/20/95 /s/Larry L. Prince 2/20/95
- ------------------------------------- ------------------------------------
Bradley Currey, Jr (Date) Larry L. Prince (Date)
Director Director
Chairman of the Board and
Chief Executive Officer
/s/Jean Douville 2/20/95 /s/John J. Scalley 2/20/95
- ------------------------------------- -----------------------------------
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 2/20/95 /s/Alana S. Shepherd 2/20/95
- ------------------------------------- -----------------------------------
John B. Ellis (Date) Alana S. Shepherd (Date)
Director Director
/s/Thomas C. Gallagher 2/20/95 /s/Lawrence G. Steiner 2/20/95
- ------------------------------------- -----------------------------------
Thomas C. Gallagher (Date) Lawrence G. Steiner (Date)
Director Director
President and Chief Operating Officer
/s/E. Reginald Hancock 2/20/95 /s/James B. Williams 2/20/95
- ------------------------------------- -----------------------------------
E. Reginald Hancock (Date) James B. Williams (Date)
Director Director
/s/Gardner E. Larned 2/20/95
- -------------------------------------
Gardner E. Larned (Date)
Director
-13-
14
Annual Report on Form 10-K
Item 14(a)(1) and (2), (c) and (d)
List of Financial Statements
Certain Exhibits
Year ended December 31, 1994
Genuine Parts Company
Atlanta, Georgia
15
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, 1994, are incorporated by
reference in Item 8:
Consolidated balance sheets - December 31, 1994 and 1993
Consolidated statements of income - Years ended December 31, 1994,
1993 and 1992
Consolidated statements of shareholders' equity - Years ended December
31, 1994, 1993 and 1992
Consolidated statements of cash flows - Years ended December 31, 1994,
1993 and 1992
Notes to consolidated financial statements - December 31, 1994
All 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.
16
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(3)
LIST OF EXHIBITS
The following Exhibits are filed as a part of this Report:
3.1 Restated Articles of Incorporation of the Company, dated as of April
18, 1988, and as amended April 17, 1989 and amendments to the Restated
Articles of Incorporation of the Company, dated as of November 20,
1989 and April 18, 1994.
10.9* The Genuine Parts Company Restated Tax-Deferred Savings Plan,
effective January 1, 1993
10.10* Amendment No. 2 to the Genuine Parts Company Supplemental Retirement
Plan, effective January 1, 1995.
10.11* Genuine Partnership Plan, as amended and restated January 1, 1994.
10.12* Genuine Parts Company Pension Plan, as amended and restated effective
January 1, 1989.
13 The following Sections and Pages of Annual Report to Shareholders for
1994:
- Selected Financial Data on Page 18
- Common Stock 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
21 Subsidiaries of the Company
23 Consent of Independent Auditors
27 Financial Data Schedule (for SEC use only)
The following Exhibits are incorporated by reference as set forth in Item
14 on pages 9 through 11 of this Form 10-K:
- 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 Deferred Compensation Agreement adopted
February 13, 1989, between the Company and certain executive
officers of the Company.
- 10.4* 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.
- 10.5* Genuine Parts Company Supplemental Retirement Plan,
effective January 1, 1991.
- 10.6* 1992 Stock Option and Incentive Plan, effective
April 20, 1992.
- 10.7* Restricted Stock Agreement dated March 31, 1994, between the
Company and Larry L. Prince.
- 10.8* Restricted Stock Agreement dated March 31, 1994, between the
Company and Thomas C. Gallagher.
* Indicates executive compensation plans and arrangements