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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 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, 1994.
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
THE GENOVESE RETIREMENT AND SAVINGS PLAN
(the "Plan")
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(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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REQUIRED INFORMATION
Audited financial statements 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 are filed as part of this
annual report and appear immediately after the signature page
hereof:
1) Statements of Assets Available for Plan Benefits -
December 31, 1994 and December 31, 1993.
2) Statements of Changes in Assets Available for Plan
Benefits - December 31, 1994 and 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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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: June 27, 1995 By: s/ Gene L. Wexler
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Gene L. Wexler
Member - Administrative
Committee
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[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
The Genovese Retirement and Savings Plan Committee:
We have audited the accompanying statements of assets available for plan
benefits of The Genovese Retirement and Savings Plan (the "Plan") as of
December 31, 1994 and 1993, and the related statements of changes in 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 assets available for plan benefits of the Plan as of December 31,
1994 and 1993, and the changes in assets available for plan benefits for the
years then ended in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
June 12, 1995
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GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994 AND 1993
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<TABLE>
<CAPTION>
1994 1993
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<S> <C> <C>
ASSETS:
Investments - at quoted market value
(Note 5) $9,168,296 $7,041,118
Loans receivable from participants 281,735 137,876
Employee contributions receivable 189,189 122,017
Employer contributions receivable 26,486 19,727
Cash 506 25
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ASSETS AVAILABLE FOR BENEFITS $9,666,212 $7,320,763
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</TABLE>
See notes to financial statements.
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GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE YEARS ENDED DECEMBER 31, 1994 AND 1993
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<TABLE>
<CAPTION>
1994 1993
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<S> <C> <C>
EMPLOYEE CONTRIBUTIONS $2,456,238 $2,235,473
EMPLOYER CONTRIBUTIONS 343,461 375,188
Dividend and interest income 437,588 339,850
Appreciation (depreciation) in fair value
of assets (Note 5) (75,036) 104,046
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Total additions 3,162,251 3,054,557
PAYMENTS TO RETIRED AND TERMINATED
PARTICIPANTS AND WITHDRAWALS (816,802) (485,610)
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INCREASE IN NET ASSETS 2,345,449 2,568,947
ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 7,320,763 4,751,816
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End of year $9,666,212 $7,320,763
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</TABLE>
See notes to financial statements.
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GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. PLAN DESCRIPTION
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan.
a. General - 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.
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.
b. Contributions - 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. Contributions may be made in cash or in
shares of the Employer's Stock at the discretion of the Company's
management.
c. Vesting - 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.
2. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Presentation - The accompanying financial statements have
been prepared on the accrual basis of accounting.
b. Valuation of Investments - Investments are carried at quoted
market 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.
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4. FEDERAL INCOME TAXES
The Plan is intended to qualify under Section 401(a) of the Internal
Revenue Code and to be tax exempt under Section 501(a) of the Internal
Revenue Code. The Plan has received a favorable determination letter from
the Internal Revenue Service dated October 12, 1993.
5. INVESTMENTS
Investments at December 31, 1994 consisted of the following:
<TABLE>
<CAPTION>
DESCRIPTION COST FAIR VALUE
----------- ---------- ----------
<S> <C> <C>
Dreyfus Trust Company -
Capital Preservation Fund $5,935,549 $5,935,549
Dreyfus Trust Company -
Balanced Fund 859,930 869,343
Dreyfus Trust Company -
New Leaders Fund 930,537 862,311
Dreyfus Trust Company -
Appreciation Fund 775,504 803,248
Genovese Drug Stores, Inc. -
Class A Common Stock 629,115 697,845
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$9,130,635 $9,168,296
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</TABLE>
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Activities in the various investment funds during the year ended December
31,1994 were as follows:
<TABLE>
<CAPTION>
Genovese
Drug
Dreyfus Dreyfus Stores,
Capital Dreyfus New Dreyfus Inc.
Preservation Balanced Leaders Appreciation Class A
Fund Fund Fund Fund Stock
------------ -------- -------- ------------ --------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO ASSETS:
Employee contributions $1,164,554 $355,446 $374,700 $320,469 $173,897
Employer contributions 177,712 47,327 44,566 43,797 23,300
Dividend and interest income 311,122 34,446 68,145 16,002 7,873
Appreciation (depreciation) in fair value
of assets - (2,302) (67,791) 14,688 (19,631)
Loan repayments 86,525 11,559 13,848 8,106 4,726
Transfers in 66,947 40,439 97,878 48,840 157,567
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Total additions 1,806,860 486,915 531,346 451,902 347,732
DEDUCTIONS FROM ASSETS:
Payments to retired and terminated
participants and withdrawals 598,823 66,921 66,290 39,422 31,473
Loans issued 217,323 21,763 24,096 19,314 -
Transfers out 286,462 31,745 58,091 27,011 8,843
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NET ADDITIONS 704,252 366,486 382,869 366,155 307,416
ASSETS AVAILABLE FOR PLAN
BENEFITS,
Beginning of year 5,231,297 502,857 479,442 437,093 390,429
--------- ------- ------- ------- -------
End of year $5,935,549 $869,343 $862,311 $803,248 $697,845
========== ======== ======== ======== ========
</TABLE>
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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
In accordance with the American Institute of Certified Public Accountants
Audit and Accounting Guide, Audits of Employee Benefit Plan, amounts
payable to participants have been included in Assets Available for
Benefits.
Amounts payable to terminated employees were $176,950 and $142,568 at
December 31, 1994 and 1993 and amounts refundable to plan participants
representing excess contributions were $274,620 and $201,801 at December
31, 1994 and 1993.
* * * * * *
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FORM 11-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
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<S> <C> <C>
23 Consent of Independent Auditors
</TABLE>
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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 12,
1995 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, L.L.P.
Jericho, New York
June 23, 1995.
