8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)   August 9, 2002  

GENUINE PARTS COMPANY

(Exact Name of Registrant as Specified in Charter)

Georgia	001-05690	58-0254510
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2999 Circle 75 Parkway, Atlanta, Georgia	30339
(Address of Principal Executive Offices)	(Zip Code)

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

TABLE OF CONTENTS

Sworn Statement of Larry L. Prince

Sworn Statement of Jerry W. Nix

Item 7.  Financial Statements, Pro Forma Information and Exhibits.

(c) Exhibits.

     The following exhibits are filed herewith:

Exhibit
Number	Description
99.1	Sworn Statement of Larry L. Prince, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) of Genuine Parts Company, Regarding Facts and Circumstances Relating to Exchange Act Filings, as filed on August 9, 2002 with the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.
99.2	Sworn Statement of Jerry W. Nix, Executive Vice President - Finance (Principal Financial Officer) of Genuine Parts Company, Regarding Facts and Circumstances Relating to Exchange Act Filings, as filed on August 9, 2002 with the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.

Item 9.  Regulation FD Disclosure

     On August 9, 2002, Larry L. Prince, the Registrant’s Chairman of the Board and Chief Executive Officer (Principal Executive Officer), and Jerry W. Nix, the Registrant’s Executive Vice President – Finance (Principal Financial Officer), each filed with the Securities and Exchange Commission (“Commission”) the sworn statements required by the Commission’s June 27, 2002 Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (File No. 4-460). Copies of the sworn statements are attached as Exhibit 99.1 and 99.2.

SIGNATURES

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

	GENUINE PARTS COMPANY
Date: August 9, 2002	By:	/s/ Jerry W. Nix
		Name:  Jerry W. Nix
		Title:    Executive Vice President –              Finance (Principal Financial              Officer)

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Sworn Statement of Larry L. Prince, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) of Genuine Parts Company, Regarding Facts and Circumstances Relating to Exchange Act Filings, as filed on August 9, 2002 with the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.
99.2	Sworn Statement of Jerry W. Nix, Executive Vice President - Finance (Principal Financial Officer) of Genuine Parts Company, Regarding Facts and Circumstances Relating to Exchange Act Filings, as filed on August 9, 2002 with the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.

EX-99.1 3 g77671exv99w1.txt SWORN STATEMENT OF LARRY L. PRINCE EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Larry L. Prince, Chairman of the Board of Directors and Chief Executive Officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Genuine Parts Company, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Genuine Parts Company; - all reports on Form 10-Q, all reports on Form 8-K, and all definitive proxy materials of Genuine Parts Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Larry L. Prince Subscribed and sworn to before me - ----------------------------------- this 9th day of August, 2002. LARRY L. PRINCE Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) August 9, 2002 /s/ Cleo D. Durham ----------------------------------- Notary Public My Commission Expires: Nov. 8, 2004 Notary Public Cherokee County, Georgia EX-99.2 4 g77671exv99w2.txt SWORN STATEMENT OF JERRY W. NIX EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Jerry W. Nix, Executive Vice President - Finance and Chief Financial Officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Genuine Parts Company, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Genuine Parts Company; - all reports on Form 10-Q, all reports on Form 8-K, and all definitive proxy materials of Genuine Parts Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Jerry W. Nix Subscribed and sworn to before me - ----------------------------------- this 9th day of August, 2002. JERRY W. NIX Executive Vice President - Finance, Chief Financial Officer (Principal Financial Officer) August 9, 2002 /s/ Cleo D. Durham ----------------------------------- Notary Public My Commission Expires: Nov. 8, 2004 Notary Public, Cherokee County, Georgia -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

   STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Larry L. Prince, Chairman of the Board of Directors and Chief Executive
Officer, state and attest that:

(1)      To the best of my knowledge, based upon a review of the covered reports
         of Genuine Parts Company, and, except as corrected or supplemented in a
         subsequent covered report:

         -        no covered report contained an untrue statement of material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

         -        no covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by such report (or in the case
                  of a report on Form 8-K or definitive proxy materials, as of
                  the date on which it was filed).

(2)      I have reviewed the contents of this statement with the Company's audit
         committee.

(3)      In this statement under oath, each of the following, if filed on or
         before the date of this statement, is a "covered report":

         -        Annual Report on Form 10-K for the fiscal year ended December
                  31, 2001 of Genuine Parts Company;

         -        all reports on Form 10-Q, all reports on Form 8-K, and all
                  definitive proxy materials of Genuine Parts Company filed with
                  the Commission subsequent to the filing of the Form 10-K
                  identified above; and

         -        any amendments to any of the foregoing.



     /s/ Larry L. Prince                 Subscribed and sworn to before me
- -----------------------------------      this 9th day of August, 2002.
LARRY L. PRINCE
Chairman of the Board of Directors,
 Chief Executive Officer (Principal
 Executive Officer)
August 9, 2002
                                         /s/ Cleo D. Durham
                                         -----------------------------------
                                         Notary Public

                                         My Commission Expires: Nov. 8, 2004
                                         Notary Public Cherokee County, Georgia

EX-99.2

                                                                    EXHIBIT 99.2

   STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Jerry W. Nix, Executive Vice President - Finance and Chief Financial Officer,
state and attest that:

(1)      To the best of my knowledge, based upon a review of the covered reports
         of Genuine Parts Company, and, except as corrected or supplemented in a
         subsequent covered report:

         -        no covered report contained an untrue statement of material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

         -        no covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by such report (or in the case
                  of a report on Form 8-K or definitive proxy materials, as of
                  the date on which it was filed).

(2)      I have reviewed the contents of this statement with the Company's audit
         committee.

(3)      In this statement under oath, each of the following, if filed on or
         before the date of this statement, is a "covered report":

         -        Annual Report on Form 10-K for the fiscal year ended December
                  31, 2001 of Genuine Parts Company;

         -        all reports on Form 10-Q, all reports on Form 8-K, and all
                  definitive proxy materials of Genuine Parts Company filed with
                  the Commission subsequent to the filing of the Form 10-K
                  identified above; and

         -        any amendments to any of the foregoing.



      /s/ Jerry W. Nix                   Subscribed and sworn to before me
- -----------------------------------      this 9th day of August, 2002.
JERRY W. NIX
Executive Vice President - Finance,
 Chief Financial Officer (Principal
 Financial Officer)
August 9, 2002

                                         /s/ Cleo D. Durham
                                         -----------------------------------
                                         Notary Public

                                         My Commission Expires: Nov. 8, 2004
                                         Notary Public, Cherokee County, Georgia