<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT 1934
/ X / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________________ to
__________________.
Commission File No. 1-7623
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THE GENOVESE RETIREMENT AND SAVINGS PLAN
(the "Plan")
-----------------------------------------------------------------
(Full title of the Plan)
GENOVESE DRUG STORES, INC., 80 Marcus Drive, Melville, New York 11747
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(Name of Issuer of the securities held pursuant to the Plan and
the address of its executive office)
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<PAGE> 2
REQUIRED INFORMATION
Audited financial statements and schedules for the Plan prepared in accordance
with the financial reporting requirements of the Employee Retirement Income
Security Act of 1974, as amended, are filed herewith in lieu of an audited
statement of financial condition and statement of income and changes in plan
equity.
Financial Statements and Exhibits
A) The following financial statements and schedules are filed as part of
this annual report and appear immediately after the signature page
hereof:
1) Statements of Net Assets Available for Plan Benefits -
December 31, 1993 and December 31, 1992.
2) Statements of Changes in Net Assets Available for Plan
Benefits - December 31, 1993 and December 31, 1992.
3) Schedules
a) Assets Held for Investment - December 31, 1993.
b) Transactions or Series of Transactions in Excess of 5%
of the Current Value of Plan Assets - Year Ended
December 31, 1993.
B) The following exhibit is filed as part of this annual report:
Exhibit No. 23 ...... Consent of Independent Auditors
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<PAGE> 3
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on their behalf by the
undersigned hereunto duly authorized.
THE GENOVESE RETIREMENT
AND SAVINGS PLAN
Date: July 11, 1994 By: /S/ GENE L. WEXLER
-----------------------------
Gene L. Wexler
Member - Administrative
Committee
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<PAGE> 4
FORM 11-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- - - - ----------- --------
<S> <C>
23 Consent of Independent Auditors
</TABLE>
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<PAGE> 5
THE GENOVESE
RETIREMENT AND SAVINGS PLAN
Financial Statements for the Years
Ended December 31, 1993 and 1992,
Supplemental Schedules for the Year
Ended December 31, 1993 and
Independent Auditors' Report
<PAGE> 6
(DELOITTE & TOUCHE LETTERHEAD)
INDEPENDENT AUDITORS' REPORT
The Genovese Retirement and Savings Plan Committee:
We have audited the accompanying statements of net assets available for plan
benefits of The Genovese Retirement and Savings Plan (the "Plan") as of
December 31, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December
31, 1993 and 1992, and the changes in net assets available for plan benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1993 financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/S/ DELOITTE & TOUCHE
- - - - ---------------------
June 17, 1994
<PAGE> 7
THE GENOVESE RETIREMENT AND SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
Financial Statements as of December 31, 1993
and 1992 and for the years then ended:
Statements of Net Assets Available for Plan
Benefits A
Statements of Changes in Net Assets Available
for Plan Benefits B
Notes to Financial Statements C
SCHEDULE
--------
Supplemental Schedules as of December 31, 1993:
Assets Held for Investment Purposes I
Reportable Transactions II
</TABLE>
<PAGE> 8
EXHIBIT A
THE GENOVESE RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
ASSETS:
Investments - at fair market value
(Note 5) $7,041,118 $4,684,540
Loans receivable from participants 137,876 103,206
Employee contributions receivable 122,017 -
Employer contributions receivable 19,727 -
Cash 25 22,946
---------- ----------
Total 7,320,763 4,810,692
Operating payables - 58,876
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $7,320,763 $4,751,816
========== ==========
</TABLE>
See notes to financial statements.
<PAGE> 9
EXHIBIT B
THE GENOVESE RETIREMENT AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
ADDITIONS TO ASSETS ATTRIBUTED TO:
Employee contributions $2,235,473 $1,850,820
Employer contributions 375,188 303,209
Dividend and interest income 339,850 289,778
Appreciation in fair value
of assets (Note 5) 104,046 15,496
---------- ----------
Total additions 3,054,557 2,459,303
DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
Payments to retired and terminated
participants and withdrawals 485,610 466,396
Investment advisory and management fees - 56,756
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NET ADDITIONS 2,568,947 1,936,151
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
Beginning of year 4,751,816 2,815,665
---------- ----------
End of year $7,320,763 $4,751,816
========== ==========
</TABLE>
See notes to financial statements.
<PAGE> 10
THE GENOVESE RETIREMENT AND SAVINGS PLAN EXHIBIT C
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
Genovese Drug Stores, Inc. (the "Employer") provides a retirement and
savings plan for substantially all of its employees. The Plan is a
defined contribution plan. Employees have immediate vesting in their
own contributions and the accumulated earnings thereon. Employer
contributions and earnings thereon become 20 percent vested to members
who are credited with one year of service as defined by the Plan.
Vesting increases 20 percent for each of the next four years, with full
vesting after five years of service.
The Plan is available to all employees who have attained age 21 and have
completed one year of service. The normal retirement date under the
Plan is the Employer's year-end date following the member's sixty-fifth
birthday. Early retirements are permitted up to five years before the
normal retirement date. Retirement benefits are reduced to the amount
vested at that time.
The Employer's contribution is made on a monthly basis and is determined
by the Company's management. The contribution may consist of up to $.50
on each dollar that an employee contributes up to two percent of an
employee's annual earning, as defined.
2. SIGNIFICANT ACCOUNTING POLICIES
Investments are carried at fair value. The increase in unrealized
appreciation represents the changes in the quoted market value of the
investments.
Security transactions are recorded as of the trade date, realized gains
and losses are based on average cost, and dividends are recorded when
declared.
3. PLAN TERMINATION POLICIES
The Employer intends to continue the Plan indefinitely but reserves the
right to amend or terminate the Plan at its discretion. If the Plan is
terminated, the interests of the participants would become fully vested
and nonforfeitable.
4. FEDERAL INCOME TAXES
The Plan is intended to qualify under Section 401(a) and to be tax
exempt under Section 501(a) of the Internal Revenue Code. The Internal
Revenue Service has issued a favorable determination letter dated
October 12, 1993. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
<PAGE> 11
5. INVESTMENTS
Investments at December 31, 1993 consisted of the following:
<TABLE>
<CAPTION>
DESCRIPTION COST FAIR VALUE
----------- ------------ ------------
<S> <C> <C>
LaSalle National Bank, N.A. - $5,231,297 $5,231,297
Guaranteed Investment Contracts
Dreyfus Trust Company -
Balanced Fund 489,443 502,857
Dreyfus Trust Company -
New Leaders Fund 484,380 479,442
Dreyfus Trust Company -
Appreciation Fund 422,705 437,093
Genovese Drug Stores, Inc. -
Class A Common Stock 293,032 390,429
---------- ----------
$6,920,857 $7,041,118
========== ==========
</TABLE>
Investments at December 31, 1992 consisted of $4,575,529 invested in the
Connecticut General Life Insurance Company-Guaranteed Long Term Account
and 10,635 shares of the Employer's Class A common stock with an
aggregate cost of $93,515 and a fair market value of $109,011.
<PAGE> 12
Activities in the various investment funds during the year ended December
31,1993 was as follows:
<TABLE>
<CAPTION>
Genovese
Drug
Dreyfus Dreyfus Stores, CIGNA
Capital Dreyfus New Dreyfus Inc. Guaranteed
Preservation Balanced Leaders Appreciation Class A Long Term
Fund Fund Fund Fund Stock Account
------------ -------- ------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO ASSETS ATTRIBUTED TO:
Employee contributions $1,184,365 $361,373 $250,604 $338,944 $119,273 $ (141,103)
Employer contributions 179,295 46,254 33,820 43,913 21,695 (28,392)
Dividend and interest income 200,019 15,009 40,276 9,445 4,549 64,860
Appreciation (depreciation) in fair value
of assets (Note 5) - 14,277 (3,176) 14,823 78,122 -
Loan repayments 51,301 6,683 4,578 4,622 3,367 -
Transfers in 4,513,228 101,981 182,738 70,496 79,801 -
---------- -------- -------- -------- -------- ----------
Total additions 6,128,208 545,577 508,840 482,243 306,807 (104,635)
DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
Payments to retired and terminated
participants and withdrawals 427,421 12,573 8,743 12,193 18,247 -
Loans issued 103,285 3,188 2,598 2,582 - -
Transfers out 366,205 26,959 18,057 30,375 7,142 4,470,894
---------- -------- -------- -------- -------- ----------
NET ADDITIONS (DEDUCTIONS) 5,231,297 502,857 479,442 437,093 281,418 (4,575,529)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS,
Beginning of year - - - - 109,011 4,575,529
---------- -------- -------- -------- -------- ----------
End of year $5,231,297 $502,857 $479,442 $437,093 $390,429 $ 0
========== ======== ======== ======== ======== ==========
</TABLE>
<PAGE> 13
6. ADMINISTRATIVE COSTS
Although not required under the terms of the Plan, personnel and
facilities of the Employer have been used for its accounting and other
activities at no charge to the Plan. Certain administrative costs
incurred in connection with investment transactions and other activities
are paid by the Employer.
7. PLAN LIABILITIES
Amounts payable to terminated employees were $142,568 at December 31,
1993 and amounts refundable to plan participants representing excess
contributions were $201,801 at December 31, 1993.
* * * * * *
<PAGE> 14
THE GENOVESE RETIREMENT AND SAVINGS PLAN SCHEDULE I
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Number of Fair
ISSUE - DESCRIPTION Shares Cost Value
------------------- -------------- ---- -----
<S> <C> <C> <C>
LaSalle National Bank N.A. -
Guaranteed Investment Contracts 5,231,297 $5,231,297 $5,231,297
Dreyfus Trust Company -
Balanced Fund 37,359 489,443 502,857
Dreyfus Trust Company -
New Leaders Fund 14,048 484,380 479,442
Dreyfus Trust Company -
Appreciation Fund 29,296 422,705 437,093
Genovese Drug Stores, Inc. -
Class A Common Stock 30,325 293,032 390,429
---------- ----------
Total Investments $6,920,857 $7,041,118
==========
Loans receivable from participants 137,876
Interest-bearing cash 25
----------
Total assets held for investment purposes $7,179,019
==========
</TABLE>
<PAGE> 15
THE GENOVESE RETIREMENT AND SAVINGS PLAN SCHEDULE II
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Net
Description Description Cost of Fair Value Gain
of Asset of Transaction Asset of Asset (Loss)
- - - - ----------- -------------- ------- ---------- ------
<S> <C> <C> <C> <C>
Single Transactions
- - - - -------------------
Connecticut General Life Insurance
Company - Guaranteed Long Term
Account Sale $4,470,894 $4,470,894 -
Dreyfus General Money Market
Conversion Account Sale $4,470,894 $4,470,894 -
Dreyfus General Money Market
Conversion Account Purchase $4,470,894 $4,470,894 -
LaSalle National Bank, N.A. -
Guaranteed Investment Contract Purchase $4,470,894 $4,470,894 -
Multiple Transactions
- - - - ---------------------
Genovese Drug Stores, Inc. -
Class A Common Stock Sales $ 37,196 $ 41,213 $4,017
Dreyfus Trust Company -
Balanced Fund Sales $ 73,413 $ 74,274 $ 861
Dreyfus Trust Company -
New Leaders Fund Sales $ 62,407 $ 64,178 $1,771
Dreyfus Trust Company -
Appreciation Fund Sales $ 94,096 $ 94,312 $ 216
LaSalle National Bank, N.A. -
Guaranteed Investment Contracts Sales $ 906,072 $ 906,072 -
Connecticut General Life Insurance
Company - Guaranteed Long
Term Account Sales $4,531,993 $4,531,993 -
Dreyfus General Money Market
Conversion Account Sales $4,531,993 $4,531,993 -
Dreyfus Liquid Asset Account Sales $ 241,180 $ 241,180 -
Genovese Drug Stores, Inc.
Class A Common Stock Purchases $ 214,319 $ 214,319 -
</TABLE>
<PAGE> 16
THE GENOVESE RETIREMENT AND SAVINGS PLAN SCHEDULE II (continued)
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Net
Description Description Cost of Fair Value Gain
of Asset of Transaction Asset of Asset (Loss)
- - - - ----------- -------------- ------ --------- ------
<S> <C> <C> <C> <C>
Dreyfus Trust Company -
Balanced Fund Purchases $ 557,816 $ 557,816 -
Dreyfus Trust Company -
New Leaders Fund Purchases $ 507,824 $ 507,824 -
Dreyfus Trust Company -
Appreciation Fund Purchases $ 514,844 $ 514,844 -
LaSalle National Bank, N.A. -
Guaranteed Investment Contracts Purchases $6,135,969 $6,135,969 -
Dreyfus General Money Market
Conversion Account Purchases $4,531,993 $4,531,993 -
Dreyfus Liquid Asset Account Purchases $ 241,180 $ 241,180 -
</TABLE>
NOTE:
A reportable transaction includes:
1. A single transaction within the plan year in excess of 5% of the fair
market value of the plan assets;
2. Any series of transactions with, or in conjunction with, the same person,
involving property other than securities, which amount in the aggregate
within the plan year (regardless of the category of asset and the gain or
loss on any transaction) is more than 5% of the fair value of plan
assets;
3. Any transaction within the plan year involving securities of the same
issue if, within the plan year, any series of transactions with respect
to such securities amount in the aggregate to more than 5% of the fair
value of the plan assets; and
4. Any transaction within the plan year with respect to securities with, or
in conjunction with, a person if any prior or subsequent single
transaction within the plan year with such person, with respect to such
securities, exceeds 5% of the fair value of plan assets.
<PAGE> 17
FORM 11-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- - - - ----------- --------
<S> <C>
23 Consent of Independent Auditors
</TABLE>
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-53529 of Genovese Drug Stores, Inc. on Form S-8 of our report dated June 17,
1994 appearing in the Annual Report on Form 11-K of the Genovese Drug Stores,
Inc. Retirement and Savings Plan for the year ended December 31, 1994.
/S/ DELOITTE & TOUCHE
- - - - ----------------------
Jericho, New York
July 8, 1994
