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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 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, 1992
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 number ________
THE GENOVESE RETIREMENT AND SAVINGS PLAN
(the "Plan")
(Full title of the Plan)
GENOVESE DRUG STORES, INC., 80 Marcus Drive,
Melville, New York 11747
(Name of issuer of the securities held pursuant to
the Plan and the address of its principal executive office)
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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, 1992 and 1991
2) Statements of Changes in Net Assets Available for Plan
Benefits - December 31, 1992 and 1991
3) Schedules
a) Assets Held for Investment - December 31, 1992
b) Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets - Year Ended
December 31, 1992
B) The following exhibit is filed as part of this annual report:
Exhibit No. 23 ..... Consent of Independent Auditors
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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: May 6, 1994 By: /s/ Leonard Genovese
Leonard Genovese
Chairman - Administrative
Committee
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THE GENOVESE
RETIREMENT AND SAVINGS PLAN
Financial Statements for the Years
Ended December 31, 1992 and 1991,
Supplemental Schedules for the Year
Ended December 31, 1992 and
Independent Auditors' Report
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DELOITTE &
TOUCHE
[LOGO] Two Jericho Plaza Telephone (516) 935-9000
Jericho, New York 11753-1683 Facsimile (516) 935-9056
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, 1992 and 1991, 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, 1992 and 1991, 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 1992 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
February 4, 1994
Deloitte Touche
Tohmatsu
International
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THE GENOVESE RETIREMENT AND SAVINGS PLAN
TABLE OF CONTENTS
EXHIBIT
Financial Statements as of December 31, 1992
and 1991 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, 1992:
Assets Held for Investment Purposes I
Reportable Transactions II
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EXHIBIT A
THE GENOVESE RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992 AND 1991
1992 1991
ASSETS:
Investments - at fair market value
(Note 5) $4,684,540 $2,803,506
Loans receivable from participant 103,206 27,419
Cash 22,946 -
Total 4,810,692 2,830,925
Operating payables 58,876 15,260
NET ASSETS AVAILABLE FOR BENEFITS $4,751,816 $2,815,665
See notes to financial statements
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EXHIBIT B
THE GENOVESE RETIREMENT AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991
1992 1991
ADDITIONS TO ASSETS ATTRIBUTED TO:
Employee contributions $1,850,820 $1,635,387
Employer contributions 303,209 271,249
Dividend and interest income 289,778 150,691
Appreciation in fair value
of assets (Note 5) 15,496 -
Total additions 2,459,303 2,057,327
DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
Payments to retired and terminated
participants and withdrawals 466,396 109,388
Investment advisory and management fees 56,756 28,209
NET ADDITIONS 1,936,151 1,919,730
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
Beginning of year 2,815,665 895,935
End of year $4,751,816 $2,815,665
See notes to financial statements
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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 employee's 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
employees annual earning, as defined. The Company's
contribution can be made in cash or, as of July 1, 1992
the Company's common stock.
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.
Distributions to participants are made in cash or the
Company's common stock at the discretion of the
Employer in amounts equal to the fair market value on
the date of distribution.
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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.
5. INVESTMENTS
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 at
December 31, 1992 with an aggregate cost of $93,515 and
a fair market value of $109,011. Investments at
December 31, 1991 consisted of $2,803,506 invested in
the Connecticut General Life Insurance Company -
Guaranteed Long Term Account.
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.
* * * * * *
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THE GENOVESE RETIREMENT AND SAVINGS PLAN SCHEDULE I
ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1992
Fair
ISSUE - DESCRIPTION Cost Value
Connecticut General Life Insurance
Company - Guaranteed Long Term Account $4,575,529 $4,575,529
Genovese Drug Stores, Inc. -
Class A Common Stock 93,515 109,011
$4,669,044 $4,684,540<PAGE>
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THE GENOVESE RETIREMENT AND SAVINGS PLAN SCHEDULE II
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1992
Net
Description Description Cost of Fair Value Gain
of Asset of Transaction Asset of Asset (Loss)
Connecticut General
Life Insurance
Company - Guaranteed
Long Term Account
Purchases $2,327,346 $2,327,346 -
Connecticut General
Life Insurance
Company - Guaranteed
Long Term Account
Sales $555,323 $555,323 -
Note - For the purposes of this Schedule, a reportable
transaction is a transaction or series of transactions of the
same issue or with the same person which, in the aggregate,
involve an amount in excess of five percent of the fair value of
Plan assets at the beginning of the Plan year.
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FORM 11-K
INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO.
23 Consent of Independent Auditors
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Genovese Drug Stores, Inc. on Form S-8 of our report
dated March 3, 1994 appearing in the Annual Report on Form 10-K
of Genovese Drug Stores, Inc. for the fiscal year ended January
28, 1994 and our report dated February 4, 1994 appearing in the
Annual Report on Form 11-K of the Genovese Retirement and Savings
Plan for the year ended December 31, 1992.
/S/ Deloitte & Touche
Jericho, New York
May 5, 1994
