<PAGE> 1
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, 1996.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to .
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Commission File No. 1-7623
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 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, 1996 and December 31, 1995.
2) Statements of Changes in Assets Available for Plan Benefits -
December 31, 1996 and December 31, 1995.
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 26, 1997 By: /s/Gene L. Wexler
--------------------------
Gene L. Wexler
Member - Administrative
Committee
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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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GENOVESE DRUG STORES, INC.
THE GENOVESE
RETIREMENT AND SAVINGS PLAN
Financial Statements for the Years
Ended December 31, 1996 and 1995
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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, 1996 and 1995, 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,
1996 and 1995, 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 20, 1997
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
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GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996
AND 1995 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
STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
ASSETS:
Investments - at quoted market value
(Note 5) $16,300,687 $12,573,994
Loans receivable from participants 682,430 412,710
Employee contributions receivable 202,551 210,923
Employer contributions receivable 29,585 30,445
Cash 921 945
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ASSETS AVAILABLE FOR BENEFITS $17,216,174 $13,229,017
=========== ===========
</TABLE>
See notes to financial statements.
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EXHIBIT B
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, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
EMPLOYEE CONTRIBUTIONS $ 2,971,773 $ 2,770,919
EMPLOYER CONTRIBUTIONS 403,819 367,355
Dividend and interest income 883,198 667,924
Appreciation (depreciation) in fair value
of assets (Note 5) 1,261,226 736,223
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Total additions 5,520,016 4,542,421
PAYMENTS TO RETIRED AND TERMINATED
PARTICIPANTS AND WITHDRAWALS (1,532,859) (979,616)
----------- -----------
INCREASE IN NET ASSETS 3,987,157 3,562,805
ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 13,229,017 9,666,212
----------- -----------
End of year $17,216,174 $13,229,017
=========== ===========
</TABLE>
See notes to financial statements.
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GENOVESE DRUG STORES, INC.
THE GENOVESE RETIREMENT AND SAVINGS PLAN EXHIBIT C
NOTES TO FINANCIAL STATEMENTS
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
earnings, 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, 1996 consisted of the following:
<TABLE>
<CAPTION>
DESCRIPTION COST FAIR VALUE
----------- ---- ----------
<S> <C> <C>
Dreyfus Trust Company -
Capital Preservation Fund $ 7,301,524 $ 7,301,524
Dreyfus Trust Company -
Balanced Fund 1,798,481 1,980,227
Dreyfus Trust Company -
New Leaders Fund 2,088,031 2,303,806
Dreyfus Trust Company -
Appreciation Fund 1,774,327 2,446,356
Genovese Drug Stores, Inc. -
Class A Common Stock 1,558,785 2,268,774
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$14,521,148 $16,300,687
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</TABLE>
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Activities in the various investment funds during the year ended December 31,
1996 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 $1,095,974 $ 459,182 $ 590,640 $ 543,869 $ 290,480
Employer contributions 166,879 58,926 72,252 66,275 40,347
Dividend and interest income 420,375 128,001 168,423 30,101 136,298
Appreciation (depreciation) in fair value
of assets - 78,542 151,615 439,702 591,367
Loan repayments 137,974 27,257 37,148 31,342 11,921
Transfers in 107,184 58,007 136,451 285,744 262,576
---------- ---------- ---------- ---------- ----------
Total additions 1,928,386 809,915 1,156,529 1,397,033 1,332,989
DEDUCTIONS FROM ASSETS:
Payments to retired and terminated
participants and withdrawals 754,459 183,789 260,336 264,017 62,511
Loans issued 280,757 55,948 86,797 99,583 -
Transfers out 388,355 114,086 108,349 128,291 110,881
---------- ---------- ---------- ---------- ----------
NET ADDITIONS 504,815 456,092 701,047 905,142 1,159,597
ASSETS AVAILABLE FOR PLAN
BENEFITS,
Beginning of year 6,796,709 1,524,135 1,602,759 1,541,214 1,109,177
---------- ---------- ---------- ---------- ----------
End of year $7,301,524 $1,980,227 $2,303,806 $2,446,356 $2,268,774
========== ========== ========== ========== ==========
</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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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. SUBSEQUENT EVENTS
Effective July 1, 1997, the Company has agreed to increase the Employer
Contribution to the Plan to $.40 on each dollar that an employer
contributes up to 4 percent of the employee's annual earnings, as
defined.
* * * * * *
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EXHIBIT INDEX
EX-23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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[DELOITTE & TOUCHE LLP LETTERHEAD]
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 20,
1997 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, 1996.
/s/ Deloitte & Touche LLP
New York, New York
June 23, 1997
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
