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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing 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).
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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 the
disclosures provided in a prior cover page.
The information required in 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 6 pages
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CUSIP No. 13G Page 2 of 6 Pages
372442202
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Genovese Drug Stores, Inc. Employee Stock Ownership Plan & Trust
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES 417,222
BENEFICIALLY --------------------------------------
6 SHARED VOTING POWER
OWNED BY
0
EACH --------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
417,222
PERSON WITH --------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,222
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Page 2 of 6 pages
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Genovese Drug Stores, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
80 Marcus Drive
Melville, NY 11747
ITEM 2(a). NAME OF PERSON FILING:
Genovese Drug Stores, Inc. Employee Stock Ownership Plan & Trust
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
80 Marcus Drive
Melville, NY 11747
ITEM 2(c). CITIZENSHIP:
United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock, par value $1.00 per share
ITEM 2(e). CUSIP NUMBER:
372442202
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of
the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act,
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) [X ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
417,222
(b) PERCENT OF CLASS:
5.7%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
417,222
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
Page 3 of 6 pages
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0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
417,222
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The Reporting Person is an employee benefit plan subject to the
provisions of the Employee Retirement Income Security Act of 1974.
As such, the participants in and beneficiaries of the Genovese
Drug Stores, Inc. Employee Stock Ownership Plan & Trust are
entitled to dividends from and proceeds from the sale of the
securities owned by the Reporting Person in accordance with the
terms of the Reporting Person's plan documents and applicable law.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect."
Page 4 of 6 pages
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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.
February 13, 1998
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(Date)
/s/ Jerome Stengel
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(Signature)
Jerome Stengel, as Trustee
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(Name/Title)
Page 5 of 6 pages
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ANNEX A TO SCHEDULE 13G OF GENOVESE DRUG STORES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN & TRUST
The aggregate number of shares shown as beneficially owned by the Reporting
Person includes the effect of a 10% stock dividend paid in January 1998.
Page 6 of 6 pages
