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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. 2 ) *
Genovese Drug Stores, Inc.
(Name of Issuer)
Class A Common Stock, par value $1.00 per share
(Title of Class of Securities)
372442202
(CUSIP Number)
Gene L. Wexler, Esq.
Genovese Drug Stores, Inc.
80 Marcus Drive
Melville, New York 11747
(516) 845-8433
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 28, 1995
(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.
- ----------
*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 1,857,171
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NUMBER OF 8 SHARED VOTING POWER
SHARES Class A Common Stock 1,574,854
BENEFICIALLY ------------------------------------------------------
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH Class A Common Stock 1,857,171
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10 SHARED DISPOSITIVE POWER
Class A Common Stock 1,574,854
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 3,432,025
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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 38.1%
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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 1,857,171 shares of Class A Common Stock and the
shared power to vote and dispose of 1,574,854 shares of Class A Common Stock. Of
the aggregate number of shares shown as beneficially owned by the reporting
person, 3,322,233 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, 569,366 shares are
beneficially owned by the reporting person as trustee under the Trust of the
Will of the late Joseph Genovese, Sr. and 1,574,854 shares are beneficially
owned by the reporting person as a trustee under the Trust of the Will of the
late Joseph Genovese, Jr. The reporting person also holds options to purchase
52,382 shares of Class A Common Stock. The Class A Common Stock beneficially
owned by the reporting person represents 38.1% of the 5,632,764 shares of Class
A Common Stock outstanding as of January 19, 1996 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, 1995, the reporting person disposed of
28,000 shares of Class A Common Stock by gifts to his children and grandchildren
and 9,000 shares of Class A Common Stock by gifts to charity. On December 28,
1995, the reporting person was appointed a trustee of the Trust under the Will
of the late Joseph Genovese, Jr., with shared voting and dispositive power with
respect to the 1,574,854 shares of Class B Common Stock owned by such trust. The
reporting person disclaims any beneficial ownership in any of such shares.
Frances Genovese Wangberg 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. 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.
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(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 569,366 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. The reporting
person is a trustee of the Trust under the Will of the late Joseph Genovese,
Jr., with shared voting and dispositive power with respect to the 1,574,854
shares of Class B Common Stock owned by such trust. The reporting person
disclaims any beneficial ownership in any of such shares. Frances Genovese
Wangberg 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.
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: February 6, 1995 By: /s/ Leonard Genovese
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Name: Leonard Genovese
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