-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKDqL75RhsyCLatTiFI4wpqyUyiBBWky2obhn6vKi5HrTHQzE/DqulUcJqNG1BOr X3DvM5WxPudKAMH9mLVaWg== 0001209191-04-054236.txt : 20041123 0001209191-04-054236.hdr.sgml : 20041123 20041123140644 ACCESSION NUMBER: 0001209191-04-054236 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041115 FILED AS OF DATE: 20041123 DATE AS OF CHANGE: 20041123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clayton Robert Bruce CENTRAL INDEX KEY: 0001309371 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05690 FILM NUMBER: 041163315 BUSINESS ADDRESS: BUSINESS PHONE: 7709531700 MAIL ADDRESS: STREET 1: 2999 CIRCLE 75 PKWY CITY: ATLANTA STATE: 2Q ZIP: 30339 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENUINE PARTS CO CENTRAL INDEX KEY: 0000040987 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 580254510 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2999 CIRCLE 75 PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 4049531700 MAIL ADDRESS: STREET 1: 2999 CIRCLE 75 PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2004-11-15 0 0000040987 GENUINE PARTS CO GPC 0001309371 Clayton Robert Bruce 2999 CIRCLE 75 PKWY ATLANTA GA 30339 0 1 0 0 Sr Vice Pres Human Resources Common Stock 4900 D Stock Options (Right to Buy) 32.04 2003-08-19 2012-08-19 Common Stock 20000 D Stock Appreciation Right 36.58 2005-04-19 2014-04-19 Common Stock 9000 D Employee Stock Option (Right to Buy) 36.58 2005-04-19 2014-04-19 Common Stock 9000 D Restricted Stock Units Common Stock 1200 D Includes 581 shares acquired through Genuine Partnership Plan (401-K) Grant is exercisable as noted below: 6,667 08/19/2003 6,666 08/19/2004 6,667 08/19/2005 The stock appreciation right and the employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. The stock appreciation rights vest 1/3 per year beginning on the first anniversary of the grant date provided the reporting person is still employed on those dates, subject to earlier vesting in certain events. The restricted stock units will be earned on December 31, 2004 provided certain pre-tax profit targets are achieved by GPC for fiscal year 2004. If earned, the units will vest and convert to shares of common stock on December 31, 2008 provided the reporting person is still employed on that date, subject to earlier vesting in certain events. Each restricted stock unit represents a contingent right to receive one share of GPC common stock at a future date. Robert Clayton 2004-11-23 EX-24.3_62508 2 poa.txt POA DOCUMENT SECTION 16 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Jerry W. Nix, Carol B. Yancey and Frank M. Howard or either of them, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned in the undersigned's capacity as an officer and/or director of Genuine Parts Company (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules therunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15 day of November , 2004. /s/ Robert Bruce Clayton Signature -----END PRIVACY-ENHANCED MESSAGE-----