ARBOR DRUGS INC
SC 13G/A, 1994-02-10
DRUG STORES AND PROPRIETARY STORES
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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. 5)*


                               ARBOR DRUGS, INC.
                                (Name of Issuer)



                    Common Stock, par value $.01 per share
                         (Title of Class of Securities)


                                  038760 10 4          
                                 (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).

*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. 038760 10 4               13G            Page 2 of 6


1      NAME OF REPORTING PERSON
       S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Markus M. Ernst
       SS# ###-##-####


2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) [ ]
                                                             (b) [X]

3      SEC USE ONLY

4      CITIZENSHIP OR PLACE OF ORGANIZATION
       United States of America

                         5       SOLE VOTING POWER
    NUMBER OF                       907,944
      SHARES
   BENEFICIALLY          6       SHARED VOTING POWER
     OWNED BY                        - 0 -
       EACH              7       SOLE DISPOSITIVE POWER
    REPORTING                       907,944 (subject to certain rights of first
      PERSON                          refusal)
       WITH              8       SHARED DISPOSITIVE POWER
                                        - 0 -

 9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           907,944

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
           SHARES* 

           N/A

11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
           5.6%

12      TYPE OF REPORTING PERSON*
           IN
           
                     *SEE INSTRUCTION BEFORE FILLING OUT!





                               Page 2 of 6 pages
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ITEM 1.  NAME OF ISSUER AND ADDRESS

     (a)  Name of Issuer:

               Arbor Drugs, Inc.

     (b)  Address of Issuer's Principal Executive Offices:

               3331 West Big Beaver Road
               Troy, Michigan 48007-2510

ITEM 2.  IDENTITY OF PERSON FILING

     (a)  Name of Person Filing:

               Markus M. Ernst

     (b)  Address of Principal Business Office, or if none, Residence:

               3331 West Big Beaver Road
               Troy, Michigan 48007-2510

     (c)  Citizenship:

               United States of America

     (d)  Title of Class of Securities:

               Common Stock, $0.01 Par Value

     (e)  CUSIP Number:

               038760 10 4

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)  [ ]  Employee Benefit Plan, Pension Fund which is subject to the provisions
          of the Employee Retirement Income Security Act of 1974 or Endowment 
          Fund; see Section  240.13d-1(b)(1)(ii)(F) 
(g)  [ ]  Parent Holding Company, in accordance with Section  240.13d-1(b)(ii)
          (G) (Note:  See Item 7) 
(h)  [ ]  Group, in accordance with Section  240.13d-1(b)(1)(ii)(H)





                               Page 3 of 6 pages
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ITEM 4. OWNERSHIP

     (a)  Amount Beneficially Owned:

               907,944

     (b)  Percent of Class:

               5.6%

     (c)  Number of shares as to which such person has:

            (i)  sole power to vote or to direct the vote

                  907,944

           (ii)  shared power to vote or to direct the vote

                        0

          (iii)  sole power to dispose or to direct the disposition of

                  907,944 (the power to dispose of 885,825 shares, however, is
                  subject to certain rights of first refusal contained in an
                  agreement dated April 8, 1986, as amended, between Eugene
                  Applebaum and Markus M. Ernst)

           (iv)  shared power to dispose or to direct the disposition of

                    N/A

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

     If this statement is being filed to report the fact that as of the date
     hereof the reporting person has ceased to be a beneficial owner of
     more than five percent of the class of securities, check the following [ ].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

          N/A                                     

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED PARENT BY THE HOLDING COMPANY

          N/A

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
          N/A

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

          N/A





                               Page 4 of 6 pages
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ITEM 10. CERTIFICATION

     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.


                                        January 25, 1994 
                                               Date


                                        /s/ Markus M. Ernst 
                                             Signature


                                        Markus M. Ernst 
                                           Name/Title





                               Page 5 of 6 pages
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        The  original statement shall be  signed by each  person on whose
behalf the  statement is filed or  his authorized representative. If  the 
statement  is signed  on  behalf  of  a  person  by  his authorized 
representative  other than  an  executive officer  or general   partner  of  
the  filing   person,  evidence   of  the representative's authority to sign on
behalf of such person shall be filed with the  statement, provided, however,
that a  power of attorney  for  this purpose  which is  already  on file  with
the Commission  may be incorporated by  reference.  The  name and any title of
each  person who signs the  statement shall be typed  or printed beneath his
signature.

Note:    Six copies  of this  statement, including  all exhibits, should 
be filed with the Commission.

ATTENTION:    INTENTIONAL  MISSTATEMENTS  OR  OMISSIONS  OF  FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)


                              Page 6 of 6 pages




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