SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Genovese Drug Stores, Inc.
(Name of Issuer)
Class A Common Stock, par value $1.00 per share
(Title of Class of Securities)
372442 20 2
(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)
March 1, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing 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 |X|.
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).
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
CUSIP No. 372442 20 2 13D Page 2
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonard Genovese
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 372442 20 2 13D Page 3
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frances Genovese Wangberg
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
4
This report on Schedule 13D is hereby amended and restated in its
entirety as follows:
Item 1. Security and Issuer.
The securities to which this statement relates are the shares of
Class A Common Stock of the Issuer (the "Class A Common Stock"). The
principal offices of the Issuer are located at 80 Marcus Drive, Melville,
New York 11747.
Item 2. Identity and Background
(a) Names:
Leonard Genovese
Frances Genovese Wangberg
(b) Business Addresses:
Genovese Drug Stores, Inc.
80 Marcus Drive
Melville, New York 11747
(c) Employment and Name, Principal Business and Business
Address of Employer:
Mr. Genovese is the Chairman of the Board, President and
Chief Executive Officer of the Issuer. Until March 1,
1999 (the "Closing Date"), Mrs. Wangberg was a Director
of the Issuer. The principal business of the Issuer is
the operation of retail drug stores. The business
address of the Issuer is 80 Marcus Drive, Melville,
New York 11747.
(d) Criminal convictions:
During the last five years, neither of the
Reporting Persons has been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Civil Proceedings Regarding Securities Violations:
During the last five years, neither of the
Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body
of competent jurisdiction and as a result of
such proceeding 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.
See Item 4 below.
<PAGE>
5
Item 4. Purpose of Transaction
(a) - (b) As previously reported in an Amendment to this
Schedule, J.C. Penney Company, Inc., a Delaware corporation, ("Parent") and
Legacy Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Parent ("Sub") entered into an Agreement and Plan of Merger
dated as of November 23, 1998 (the "Merger Agreement"), a copy of which is
filed herewith as Exhibit 1. In accordance with the terms of the Merger
Agreement (i) Sub was merged with and into the Issuer (the "Merger") on the
Closing Date, whereupon the separate corporate existence of Sub ceased, and
the Issuer became the surviving corporation (the "Surviving Corporation")
and (ii) with the exception of (x) shares of Common Stock (as defined
below) owned by the Issuer, Parent or Sub, (y) fractional shares and (z)
shares of Class B Common Stock of the Issuer, ("Class B Common Stock") for
which the holders may demand appraisal rights under Delaware law, at the
Closing Date each issued and outstanding share of Class A Common Stock
(together with the Class B Common Stock, the "Common Stock"), and Class B
Common Stock was converted into the right to receive 0.6709 of a fully paid
and nonassessable share of common stock, par value, $0.50 per share, of
Parent ("Parent Common Stock").
On the Closing Date, pursuant to the terms of the Merger
Agreement, the 4,231,879 shares of Common Stock beneficially owned by the
Reporting Persons were converted into 2,839,167 shares of Parent Common
Stock. Accordingly, the Reporting Persons no longer beneficially own any
shares of Common Stock of the Issuer.
(c) Not applicable.
(d) Pursuant to the Merger Agreement, on the Closing Date the
directors and officers of Sub immediately prior to the Closing Date became
the directors and officers of the Surviving Corporation.
(e) Pursuant to the Certificate of Merger, merging Sub with and
into the Issuer, filed with the Office of the Secretary of State of
Delaware on the Closing Date (the "Certificate of Merger"), the Surviving
Corporation is authorized to issue 1,000 shares of common stock of one
dollar par value. A copy of the Certificate of Merger is attached herewith
as Exhibit 2.
(f) Not applicable.
(g) Not applicable.
(h) As a result of the transaction described in paragraph (a)
above, the shares of Class A Common Stock will be delisted from the
American Stock Exchange.
(i) Not applicable.
(j) Not applicable.
Item 5. Interest in Securities of the Issuer
(a) - (d) Pursuant to the transaction described in Item 4 above,
the Reporting Persons no longer beneficially own any interests in any
securities of the Issuer.
(e) The Reporting Persons ceased to be beneficial owners of more
than five percent of the Class A Common Stock on the Closing Date.
<PAGE>
6
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As previously reported in an Amendment to this Schedule, on June
30, 1997 the Reporting Persons entered into a stockholders agreement (the
"1997 Stockholders Agreement") a copy of which is attached herewith as
Exhibit 3. As required by the terms of the Merger Agreement, the Reporting
Persons entered into a termination agreement dated as of the Closing Date
(the "Termination Agreement") terminating the 1997 Stockholders Agreement
as of the Closing Date. A copy of the Termination Agreement is attached
herewith as Exhibit 4.
As previously reported in an Amendment to this Schedule, on
November 23, 1998, the Reporting Persons and the holders of Common Stock
identified in Schedule I to the 1997 Stockholders Agreement entered into a
stockholders agreement (the "Company Stockholders Agreement"), a copy of
which is attached herewith as Exhibit 5. Pursuant to its terms, the Company
Stockholders Agreement terminated on the Closing Date.
With the exception of the 1997 Stockholders Agreement and the
Company Stockholders Agreement described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among or
between the Reporting Persons and any other persons with respect to any
securities of the Issuer.
Item 7. Materials To Be Filed as Exhibits
Exhibit Description
1 Agreement and Plan of Merger, dated as of November 23,
1998, among Parent, Legacy Acquisition Corp. and the
Issuer (previously filed with Amendment No. 4 to this
Schedule 13D).
2 Certificate of Merger Merging Legacy Acquisition Corp. with
and into Genovese Drug Stores, Inc. dated as of March 1, 1999.
3 Stockholders Agreement dated as of June 30, 1997, by
and among certain stockholders of Genovese Drug Stores,
Inc., including Leonard Genovese and Frances Genovese
Wangberg (previously filed with Amendment No. 3 to this
Schedule 13D).
4 Termination Agreement dated as of March 1, 1999, by and among
certain stockholders of Genovese Drug Stores, Inc., including
Leonard Genovese and Frances Genovese Wangberg.
5 Company Stockholders Agreement, dated as of November
23, 1998 among Parent and certain stockholders of
Genovese Drug Stores, Inc. including the Reporting
Persons (previously filed with Amendment No. 4 to this
Schedule 13D).
<PAGE>
7
SIGNATURE
After reasonable inquiry and to the best of his or her knowledge
and belief, each of the undersigned certifies that the information set
forth in this Schedule 13D/A is true, complete and accurate.
/s/ Leonard Genovese
-----------------------------------
Leonard Genovese
/s/ Frances Genovese Wangberg
-----------------------------------
Frances Genovese Wangberg
CERTIFICATE OF MERGER
MERGING
LEGACY ACQUISITION CORP.
WITH AND INTO
GENOVESE DRUG STORES, INC.
(Pursuant to Section 251 of the
General Corporation Law of the State of Delaware)
Genovese Drug Stores, Inc., a Delaware corporation (the
"Corporation"), for the purpose of merging Legacy Acquisition Corp., a
Delaware corporation ("Legacy"), with and into the Corporation (the
"Merger"), does hereby certify as follows:
FIRST: Genovese Drug Stores, Inc., a Delaware corporation, and
Legacy Acquisition Corp., a Delaware corporation, are the constituent
corporations of the Merger.
SECOND: An Agreement and Plan of Merger dated as of November 23,
1998 (the "Merger Agreement") relating to the Merger has been approved,
adopted, certified, executed and acknowledged by each of the Corporation
and Legacy in accordance with Section 251(c) of the General Corporation Law
of the State of Delaware and by written consent of the sole stockholder of
Legacy in accordance with Section 228(a) of the General Corporation Law of
the State of Delaware.
THIRD: The name of the surviving corporation of the Merger is
Genovese Drug Stores, Inc.
FOURTH: The Restated Certificate of Incorporation of the
Corporation as in effect immediately prior to the Merger shall be amended
and restated in its entirety (the "Restated Certificate of Incorporation")
as attached hereto as Exhibit A, and such Restated Certificate of
Incorporation
<PAGE>
without cost, to any stockholder of the Corporation or Legacy.
IN WITNESS WHEREOF, Genovese Drug Stores, Inc. has caused this
Certificate of Merger to be executed as of this 1st day of March, 1999.
GENOVESE DRUG STORES, INC.
By:
/s/ Gene L. Wexler
--------------------------------
Name: Gene L. Wexler
Title: Vice President and
General Counsel
<PAGE>
EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
GENOVESE DRUG STORES, INC.
FIRST: The name of the corporation ("Corporation") shall be
Genovese Drug Stores, Inc.
SECOND: The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is one thousand (1,000)
shares of Common Stock of one dollar ($1) par value.
FIFTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized and empowered:
(a) to make, alter, and repeal the Bylaws of the Corporation,
subject to the power of the stockholders of the Corporation
to alter or repeal any Bylaw made by the Board of Directors;
(b) subject to the laws of the State of Delaware from time to
time to sell, lease, or otherwise dispose of any part or
parts of the properties of the Corporation and to cease to
<PAGE>
conduct the business connected therewith or again to resume
the same, as it may deem best; and
(c) in addition to the powers and authorities hereinbefore and
by the laws of the State of Delaware conferred upon the
Board of Directors to exercise all such powers and to do all
such acts and things as may be exercised or done by the
Corporation; subject, nevertheless, to the provisions of
said laws of the Restated Certificate of Incorporation as
from time to time amended of the Corporation, and of its
Bylaws.
SIXTH: Any director or an officer of the Corporation elected or
appointed by the stockholders of the Corporation or by its Board of
Directors may be removed at any time in such manner as shall be provided in
the Bylaws of the Corporation.
SEVENTH: A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, of (iv) for any transaction
from which the director derived an improper personal benefit. If the
Delaware General Corporation law is hereafter amended to permit further
limitation on or elimination of the personal liability of the Corporation's
directors for breach of fiduciary duty, then a director of the Corporation
shall be exempt from such liability for any such breach to the full extent
permitted by the Delaware General Corporation law as so amended from time
to time. Any repeal or modification of the foregoing provisions of this
Article, or the adoption of any provisions inconsistent herewith, shall not
adversely affect any right or protection of a director of the Corporation
hereunder in respect of any act or omission of
<PAGE>
3
such director occurring prior to such repeal, modification, or adoption of
any inconsistent provision.
EIGHTH: The Corporation reserves the right at any time and from
time to time to amend, alter, change, or repeal any provision contained
herein, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now
or hereafter prescribed by law; and all rights, preferences, and privileges
of whatsoever nature conferred upon stockholders, directors, or any other
persons whomsoever by and pursuant to this Restated Certificate of
Incorporation in its present form or as hereafter amended are granted
subject to the right reserved in this Article.
EXECUTION COPY
TERMINATION AGREEMENT, dated as of March 1, 1999 (this
"Termination Agreement"), by and among the stockholders of
Genovese Drug Stores, Inc., a Delaware corporation (the
"Company"), who are signatories hereto and are listed in
Schedule I annexed hereto (individually, a "Stockholder" and
collectively, the "Stockholders").
WHEREAS each Stockholder is a party to a Stockholders Agreement
dated as of June 30, 1997 (the "Stockholders Agreement");
WHEREAS J. C. Penney Company, Inc., a Delaware corporation
("Parent"), Legacy Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Parent, and the Company have entered into an Agreement
and Plan of Merger dated as of November 23, 1998 (the "Merger Agreement");
and
WHEREAS Parent and the Stockholders have entered into a Company
Stockholder Agreement dated as of November 23, 1998 (the "Company
Stockholder Agreement");
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in this Termination
Agreement and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree
as follows:
ARTICLE I
REPRESENTATION AND WARRANTY
Each party hereto hereby represents and warrants to each other
party hereto that (i) the execution, delivery and performance by such party
of this Termination Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action of
such party and (ii) this Termination Agreement constitutes the valid and
legally binding obligation of such party, enforceable against such party in
accordance with its terms.
ARTICLE II
TERMINATION AND RELEASE
The Stockholders Agreement shall be terminated as of the
Effective Time, as such term is defined in the Merger Agreement. From and
after the Effective Time, the
<PAGE>
2
Stockholders Agreement shall be of no further force or effect, and all
rights and obligations of the parties under the Stockholders Agreement,
whether now or heretofore existing or accruing, shall be extinguished in
full.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Amendments. This Termination Agreement may not be
amended except by an instrument in writing signed by each of the parties
hereto.
SECTION 3.02. Interpretation. The headings contained in this
Termination Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Termination Agreement.
SECTION 3.03. Counterparts. This Termination Agreement may be
executed in one or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties and delivered to the
other parties.
SECTION 3.04. Governing Law. This Termination Agreement shall be
governed by, and construed in accordance
<PAGE>
3
with, the laws of the State of Delaware regardless of the laws that might
otherwise govern under applicable principles of conflicts of law thereof.
IN WITNESS WHEREOF, the parties have caused this Termination
Agreement to be duly executed as of the day first above written.
Leonard Genovese
------------------------------------
Name: Leonard A. Genovese, in his
capacity as Trustee of the
Trust established for the
benefit of Viola Genovese
pursuant to paragraph FIFTH
of the Last Will and
Testament of Joseph Genovese,
Sr.; in his capacity as Co-
Trustee of the Trust
established for the benefit
of Francis Genovese Wangberg
pursuant to paragraph FOURTH
of the Last Will and
Testament of Joseph Genovese,
Jr.; and individually
Frances Genovese Wangberg
-------------------------------------
Name: Frances Genovese Wangberg, in
her capacity as Co-Trustee of
the Trust established for the
benefit of Frances Genovese
Wangberg pursuant to
paragraph FIFTH of the Last
Will and Testament of Joseph
Genovese, Jr.; and
individually
<PAGE>
SCHEDULE I
Name
Leonard A. Genovese
Frances Genovese Wangberg
Trust under the Will of the late
Joseph W. Genovese, Jr.
Trustees: Leonard A. Genovese
Frances Genovese
Wangberg
Trust under the Will of the late
Joseph Genovese, Sr.
Trustee: Leonard A. Genovese
