UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 17, 2006
Genuine Parts Company
(Exact name of registrant as specified in its charter)
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| Georgia
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001-05690
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58-0254510 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 2999 Circle 75 Pkwy, Atlanta, Georgia
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30339 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 770.953.1700
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under
any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 17, 2006, the Shareholders of Genuine Parts Company approved the Genuine Parts Company
2006 Long-Term Incentive Plan
(“GPC 2006 LTIP”). A description of the material terms of the GPC 2006 LTIP was included in Genuine Parts Company’s definitive
proxy statement filed with the Securities and Exchange Commission on March 3, 2006. A copy of the
GPC 2006 LTIP is filed with this
Current Report on Form 8-K as Exhibit 10.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 17, 2006, the Shareholders of Genuine Parts Company approved an amendment to the Restated
Articles of Incorporation to
eliminate the classification of the Board of Directors and to provide for the annual election of
directors. A copy of the Amended and
Restated Articles of Incorporation of Genuine Parts Company is filed as Exhibit 3.1 to this Form
8-K.
Additionally, on April 17, 2006, the Board of Directors amended the By-Laws to provide for
directors to be elected by Shareholders
pursuant to the requirements of the Amended and Restated Articles of Incorporation. A copy of the
By-Laws as amended and restated on
April 17, 2006, is filed as Exhibit 3.2 to this Form 8-K.
Item 8.01 Other Events.
On April 17, 2006, the Board of Directors of Genuine Parts Company declared a regular quarterly
cash dividend of $.3375 cents per share
on the Company’s common stock. The dividend is payable July 3, 2006 to shareholders of record June
9, 2006. A copy of the press release
is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
3.1 Amended and Restated Articles of Incorporation of Genuine Parts Company
3.2 Amended By-Laws of Genuine Parts Company
10.1 Genuine Parts Company 2006 Long-Term Incentive Plan
99.1 Press Release dated April 18, 2006