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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ) *
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Genovese Drug Stores, Inc.
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(Name of Issuer)
Class A Common Stock, par value $1.00 per share
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(Title of Class of Securities)
372442202
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(CUSIP Number)
Gene L. Wexler, Esq.
Genovese Drug Stores, Inc.
80 Marcus Drive
Melville, New York 11747
(516) 845-8433
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 1, 1994
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(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6 Pages
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CUSIP No. 372442202 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leonard Genovese
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
Class A Common Stock 1,597,557
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Class A Common Stock 49,595
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
Class A Common Stock 1,597,557
10 SHARED DISPOSITIVE POWER
Class A Common Stock 49,595
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,647,152
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 27.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
The securities to which this statement relates are the Class A
Common Stock, par value $1.00 per share (the "Class A Common Stock"), of
Genovese Drug Stores, Inc., a Delaware corporation (the "Company"). The
principal offices of the Company are located at 80 Marcus Drive, Melville, New
York 11747.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name:
Leonard Genovese
(b) Business Address:
Genovese Drug Stores, Inc.
80 Marcus Drive
Melville, New York 11747
(c) Employment and Name, Principal Business and Business
Address of Employer:
The reporting person is the Chairman of the Board,
President and Chief Executive Officer of the Company. The
principal business of the Company is the operation of retail
drug stores. The business address of the Company is 80 Marcus
Drive, Melville, New York 11747.
(d) Criminal Convictions:
During the last five years, the reporting person has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Civil Proceedings Regarding Securities Violations:
During the last five years, the reporting person has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship:
United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person acquired beneficial ownership of 240,194
of the shares of Class A Common Stock covered hereby by gift, which acquisition
gave rise to the obligation to file this statement on Schedule 13D. The
reporting person had previously filed a statement on Schedule 13G with respect
to beneficial ownership of Class A Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person acquired beneficial ownership of 240,194
of the shares of Class A Common Stock covered hereby by gift, which acquisition
gave rise to the obligation to file this statement on Schedule 13D. Such
securities and all other securities covered by this statement are being held
for general
Page 3 of 6 Pages
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investment purposes. The reporting person had previously filed a statement on
Schedule 13G with respect to beneficial ownership of Class A Common Stock.
Except as set forth herein, the reporting person does not have
any plans or proposals which would relate to or result in:
(a) The acquisition by any person of additional
securities of the Company, or the disposition of
securities of the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Company or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business
or corporate structure;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934 (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) At the date hereof, the reporting person has the
sole power to vote and dispose of 1,597,557 shares of Class A Common Stock and
the shared power to vote and dispose of 49,595 shares of Class A Common Stock.
Of the aggregate number of shares shown as beneficially owned by the reporting
person, 1,563,655 are beneficially owned in the form of the Company's Class B
Common Stock, par value $1.00 per share ("Class B Common Stock"), which class
is not registered as a class of equity securities under the Exchange Act but
which can be converted within 60 days into an equal number of shares of Class A
Common Stock. Of such number of shares of Class B Common Stock, (i) 470,551
shares are beneficially owned by the reporting person as trustee under the
Trust of the Will of the late Joseph Genovese, Sr., (ii) 49,595 shares are
beneficially owned by the reporting person as co-trustee under the Trust dated
December 24, 1969 for the benefit of Mary Margaret Genovese, and (iii) 12,252
shares are beneficially owned by the reporting person as fiduciary of Mary
Margaret Genovese under the Uniform Gifts to Minors Act (the reporting person
disclaims any beneficial ownership in any of such shares). The reporting
person also holds options to purchase 34,200 shares of Class A Common Stock.
The Class A Common Stock beneficially owned by the reporting person represents
27.4% of the 4,406,412 shares of Class A Common Stock reported to be
outstanding as of August 12, 1994, as reported in the Company's quarterly
report on Form 10-Q, the most recently available filing with the Commission by
the Company, and assuming the conversion and exercise of all shares of Class B
Common Stock and options, respectively, held by the reporting person.
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(c) On November 1, 1994, the reporting person acquired
indirect beneficial ownership of 240,194 shares of Class A Common Stock by the
gift of such shares in the form of shares of Class B Common Stock in a private
transaction to a revocable living trust. In addition, on such date, the
reporting person changed the nature of his beneficial ownership of 16,317
shares of Class A Common Stock and 750,929 shares of Class B Common Stock from
direct beneficial ownership to indirect beneficial ownership by the gift of
such shares in private transactions to the same revocable living trust. No
other transactions representing the transfer of beneficial ownership of shares
of Class A Common Stock were effected during the past 60 days by the reporting
person.
(d) (i) The reporting person is the trustee of the Trust
under the Will of the late Joseph Genovese, Sr., with sole voting and
dispositive power with respect to the 470,551 shares of Class B Common
Stock owned by such trust (the reporting person disclaims any
beneficial ownership in any of such shares). Viola Genovese is the
beneficiary of such trust, and as such, is entitled to dividends from
and proceeds from the sale of the securities owned by such trust in
accordance with the terms of such trust and applicable law.
(ii) The reporting person is a co-trustee of the Trust dated
December 24, 1969 for the benefit of Mary Margaret Genovese, with
shared voting and dispositive power with respect to the 49,595 shares
of Class B Common Stock owned by such trust (the reporting person
disclaims any beneficial ownership in any of such shares). Mary
Margaret Genovese is the beneficiary of such trust, and as such, is
entitled to dividends from and proceeds from the sale of the
securities owned by such trust in accordance with the terms of such
trust and applicable law.
(iii) The reporting person is the fiduciary for Mary Margaret
Genovese under the Uniform Gifts to Minors Act, with sole voting and
dispositive power with respect to 12,252 shares of Class B Common
Stock (the reporting person disclaims any beneficial ownership in any
of such shares). Mary Margaret Genovese is the beneficiary of such
shares, and as such, is entitled to dividends from and proceeds from
the sale of the securities in accordance with applicable law.
Except as stated herein, to the best of the reporting person's
knowledge, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
described in response to Item 5(c).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among or between the reporting person and
any persons identified in Item 2 or any other persons with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 9, 1994 By: /s/ Leonard Genovese
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Name: Leonard Genovese
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