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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. 1 ) *
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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)
August 31, 1995
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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 5 Pages
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CUSIP NO. 372442202 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leonard Genovese
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
Class A Common Stock 1,715,732
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8 SHARED VOTING POWER
NUMBER OF
SHARES Class A Common Stock 0
BENEFICIALLY -----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH Class A Common Stock 1,715,732
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10 SHARED DISPOSITIVE POWER
Class A Common Stock 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,715,732
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 25.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 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.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
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;
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(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 1,715,732 shares of Class A Common Stock. Of
the aggregate number of shares shown as beneficially owned by the reporting
person, 1,621,938 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, 517,606 shares
are beneficially owned by the reporting person as trustee under the Trust of
the Will of the late Joseph Genovese, Sr. The reporting person also holds
options to purchase 46,174 shares of Class A Common Stock. The Class A Common
Stock beneficially owned by the reporting person represents 25.9% of the
4,942,471 shares of Class A Common Stock reported to be outstanding as of May
26, 1995, 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.
(c) On December 29, 1994, the reporting person disposed of
6,880 shares of Class A Common Stock by gifts to his children and 8,000 shares
of Class A Common Stock by gifts to charity. During July of 1995, 61,847
shares of Class B Common Stock held by the reporting person as co-trustee or as
custodian for the benefit of Mary Margaret Genovese under the Uniform Gifts to
Minors Act were transfered directly to her. The reporting person had
disclaimed any beneficial ownership in any such shares. On August 31, 1995,
the reporting person disposed of 30,770 shares of Class B Common Stock by gift
to a Genovese family trust. The reporting person disclaims any beneficial
ownership in any such shares. 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) 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 517,606 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.
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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.
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: September 1, 1995. By: /s/ Leonard Genovese
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Name: Leonard Genovese
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