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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, 1995.
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
(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,
1995 and December 31, 1994.
2) Statements of Changes in Assets Available for Plan Benefits -
December 31, 1995 and December 31, 1994.
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 21, 1996 By: /s/ Gene L. Wexler
-------------------------------
Gene L. Wexler
Member - Administrative
Committee
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[DELOITTE & TOUCHE LLP LETTERHEAD]
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, 1995 and 1994, 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,
1995 and 1994, 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 17, 1996
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GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN
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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995
AND 1994 AND FOR THE YEARS THEN ENDED: EXHIBIT
-------
<S> <C>
Statements of Assets Available for Plan Benefits A
Statements of Changes in Assets Available for Plan Benefits B
Notes to Financial Statements C
</TABLE>
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EXHIBIT A
GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN
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STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 AND 1994
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<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Investments - at quoted market value (Note 5) $12,573,994 $9,168,296
Loans receivable from participants 412,710 281,735
Employee contributions receivable 210,923 189,189
Employer contributions receivable 30,445 26,486
Cash 945 506
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ASSETS AVAILABLE FOR BENEFITS $13,229,017 $9,666,212
=========== ==========
</TABLE>
See notes to financial statements.
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EXHIBIT B
GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN
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STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994
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<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C>
EMPLOYEE CONTRIBUTIONS $ 2,770,919 $2,456,238
EMPLOYER CONTRIBUTIONS 367,355 343,461
DIVIDEND AND INTEREST INCOME 667,924 437,588
APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF ASSETS (NOTE 5) 736,223 (75,036)
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Total additions 4,542,421 3,162,251
PAYMENTS TO RETIRED AND TERMINATED
PARTICIPANTS AND WITHDRAWALS (979,616) (816,802)
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INCREASE IN NET ASSETS 3,562,805 2,345,449
ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 9,666,212 7,320,763
----------- ----------
End of year $13,229,017 $9,666,212
=========== ==========
</TABLE>
See notes to financial statements.
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EXHIBIT C
GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN
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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 - Employees can elect to contribute up to 15 percent of
their weekly gross salary, limited to maximum contribution amounts
established annually by the Internal Revenue Service. 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, 1995 consisted of the following:
<TABLE>
<CAPTION>
DESCRIPTION COST FAIR VALUE
----------------------------- ----------- ----------
<S> <C> <C>
Dreyfus Trust Company -
Capital Preservation Fund $ 6,796,709 $ 6,796,709
Dreyfus Trust Company -
Balanced Fund 1,390,841 1,524,135
Dreyfus Trust Company -
New Leaders Fund 1,491,746 1,602,759
Dreyfus Trust Company -
Appreciation Fund 1,199,792 1,541,214
Genovese Drug Stores, Inc. -
Class A Common Stock 972,876 1,109,177
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$11,851,964 $12,573,994
=========== ===========
</TABLE>
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Activities in the various investment funds during the year ended December 31,
1995 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 $1,212,795 $ 442,341 $ 440,613 $ 410,549 $ 242,887
Employer contributions 173,395 54,228 52,608 50,691 32,474
Dividend and interest income 376,559 120,608 128,606 29,000 13,151
Appreciation (depreciation) in fair value
of assets -- 139,225 186,419 337,599 72,980
Loan repayments 122,029 17,620 20,365 15,808 6,422
Transfers in 73,776 69,207 123,027 77,949 106,376
---------- ---------- ---------- ---------- ----------
Total additions 1,958,554 843,229 951,638 921,596 474,290
DEDUCTIONS FROM ASSETS:
Payments to retired and terminated
participants and withdrawals 583,275 108,395 106,696 124,029 39,031
Loans issued 197,852 35,049 65,980 30,743 1,785
Transfers out 316,267 44,993 38,514 28,858 22,142
---------- ---------- ---------- ---------- ----------
NET ADDITIONS 861,160 654,792 740,448 737,966 411,332
ASSETS AVAILABLE FOR PLAN
BENEFITS,
Beginning of year 5,935,549 869,343 862,311 803,248 697,845
---------- ---------- ---------- ---------- ----------
End of year $6,796,709 $1,524,135 $1,602,759 $1,541,214 $1,109,177
========== ========== ========== ========== ==========
</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
---------- -------- -------- -------- --------
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
---------- -------- -------- -------- --------
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.
* * * * * *
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FORM 11-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C> <C>
23 Consent of Independent Auditors
</TABLE>
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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,
1996 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, 1995.
/s/ Deloitte & Touche LLP
Jericho, New York
June 20, 1996
