<PAGE>
Commission File No 0-14491
-------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[Fee Required] for the year ended December 31, 1993
or
[ ] Transition Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[No Fee Required] for the Transition Period
from _________ to _________ Commission File Number _______
ARBOR DRUGS, INC.
401(K) PLAN
_______________________
(Full title of the Plan)
ARBOR DRUGS, INC.
_______________________
(Name of issuer of the securities held pursuant to the Plan)
3331 West Big Beaver
Troy, Michigan 48084
_______________________
(Address of principal executive offices)
Total Pages: 18
Index to Exhibits: 1
1
<PAGE>
<PAGE>
The following financial statements and exhibits are presented pursuant
to Section 15(d) of the Securities Exchange Act of 1934:
PAGE
-----------
(a) Financial Statements:
Report of Independent Accountants F-1
Statements of Net Assets Available for Plan
Benefits as of December 31, 1993 and 1992 F-2 to F-3
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1993, 1992 and 1991 F-4 to F-6
Notes to Financial Statements F-7 to F-11
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1993 F-12
Schedule of Reportable Transactions for the Year
Ended December 31, 1993 F-13 to F-14
Schedules:
Schedules I, II and III have been omitted because
the required information is shown in the financial
statements or notes thereto
EXHIBIT
NUMBER
-------
(b) Exhibits:
1. Consent of Independent Accountants with respect to the
financial statements of the Arbor Drugs, Inc. 401(k)
Plan for the years ended December 31, 1993, 1992 and 1991 23.1
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly
caused this annual report to be signed by the undersigned thereunto
duly authorized.
ARBOR DRUGS, INC. 401(k) PLAN
By: Gilbert C. Gerhard
----------------------------
-
Gilbert C. Gerhard
Vice President - Finance and
Administration, Secretary
and Treasurer of Arbor
Drugs, Inc.
Date: ______________________________
2
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Plan Administrator of
Arbor Drugs, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available
for plan benefits of the Arbor Drugs, Inc. 401(k) Plan as of
December 31, 1993 and 1992, and the related statements of changes in
net assets available for plan benefits for the years ended
December 31, 1993, 1992 and 1991. 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, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1993 and 1992, and the changes
in net assets available for plan benefits for the years ended
December 31, 1993, 1992 and 1991, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes at December 31, 1993
and reportable transactions for the year ended December 31, 1993 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, as amended. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated,
in all material respects, in relation to the basic financial
statements taken as a whole.
/s/ COOPERS & LYBRAND
Detroit, Michigan
June 21, 1994
F-1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ARBOR DRUGS, INC. 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
_______
ARBOR
DRUGS, INC.
COMMON G.I.C. EQUITY BALANCED PARTICIPANT
STOCK FUND FUND FUND FUND FUND TOTAL
---------- ---- ------ -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Arbor Drugs, Inc. Common Stock Fund $4,139,378 - - - - $4,139,378
Pooled G.I.C. Fund - $2,016,569 - - - 2,016,569
Equity Fund - - $2,330,696 - - 2,330,696
Balanced Fund - - - $590,275 - 590,275
----------- ---------- ---------- -------- -------- ----------
Total investments 4,139,378 2,016,569 2,330,696 590,275 - 9,076,918
----------- ---------- ---------- -------- -------- ----------
Receivables:
Employee-authorized contributions 12,252 8,263 9,725 4,214 - 34,454
Accrued interest and dividends 89 9,512 2,591 1,538 - 13,730
Miscellaneous 1,273 807 950 412 - 3,442
Loans to participants - - - - $181,269 181,269
----------- ---------- ---------- -------- -------- ----------
Total receivables 13,614 18,582 13,266 6,164 181,269 232,895
Cash and cash equivalents 173,373 38,978 30,555 19,837 - 262,743
----------- ---------- ---------- -------- -------- ----------
Total assets 4,326,365 2,074,129 2,374,517 616,276 181,269 9,572,556
----------- ---------- ---------- -------- -------- ----------
Liabilities:
Current payables 18,199 18,116 10,708 7,220 - 54,243
Accrued expenses 3,335 1,639 1,874 500 - 7,348
Miscellaneous (1,795) - - 1,157 - (638)
----------- ---------- ---------- -------- -------- ----------
Total liabilities 19,739 19,755 12,582 8,877 - 60,953
----------- ---------- ---------- -------- -------- ----------
Net assets available for plan benefits $4,306,626 $2,054,374 $2,361,935 $607,399 $181,269 $9,511,603
=========== ========== ========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
F-2<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992
_______
<TABLE>
<CAPTION>
ARBOR UNIVERSAL
DRUGS, INC. LIFE
COMMON G.I.C. EQUITY BALANCED INSURANCE PARTICIPANT
STOCK FUND FUND FUND FUND FUND FUND TOTAL
---------- ------ ------ ---------- --------- ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Arbor Drugs, Inc. Common Stock Fund $3,815,303 - - - - - $3,815,303
Pooled G.I.C. Fund - $1,816,321 - - - - 1,816,321
Equity Fund - - $2,117,634 - - - 2,117,634
Balanced Fund - - - $193,241 - - 193,241
----------- ---------- ---------- -------- ----- -------- ----------
Total investments 3,815,303 1,816,321 2,117,634 193,241 - - 7,942,499
----------- ---------- ---------- -------- ----- -------- ----------
Receivables:
Employee-authorized contributions 12,095 2,068 9,951 4,384 - - 28,498
Accrued interest and dividends 60 10,135 3,702 603 - - 14,500
Miscellaneous 1,246 118 567 250 $376 - 2,557
Loans to participants - - - - - $156,607 156,607
----------- ---------- ---------- -------- ----- -------- ----------
Total receivables 13,401 12,321 14,220 5,237 376 156,607 202,162
Cash and cash equivalents 166,881 55,489 18,318 11,399 - - 252,087
----------- ---------- ---------- -------- ----- -------- ----------
Total assets 3,995,585 1,884,131 2,150,172 209,877 376 156,607 8,396,748
----------- ---------- ---------- -------- ----- -------- ----------
Liabilities:
Current payables 116,478 65,779 51,502 2,451 - - 236,210
Accrued expenses 7,377 4,008 4,080 400 - - 15,865
Miscellaneous 1,037 - - - 376 - 1,413
----------- ---------- ---------- -------- ----- -------- ----------
Total liabilities 124,892 69,787 55,582 2,851 376 - 253,488
----------- ---------- ---------- -------- ----- -------- ----------
Net assets available for plan benefits $3,870,693 $1,814,344 $2,094,590 $207,026 - $156,607 $8,143,260
=========== ========== ========== ======== ===== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
F-3<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1993
_______
<TABLE>
<CAPTION>
ARBOR
DRUGS, INC.
COMMON G.I.C. EQUITY BALANCED PARTICIPANT
STOCK FUND FUND FUND FUND FUND TOTAL
------------- ------ ------ -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income $41,876 $107,810 $36,060 $14,612 - $200,358
Net change in appreciation (depreciation) (343,574) - (45,161) 14,912 - (373,823)
Loan principal 38,097 22,495 22,689 8,126 $(91,407) -
Loan interest 6,456 4,157 3,454 1,474 - 15,541
--------- -------- ------- ------- -------- ---------
(257,145) 134,462 17,042 39,124 (91,407) (157,924)
--------- -------- ------- ------- -------- ---------
Contributions:
Employer matching and supplementary 156,898 - - - - 156,898
Employee-authorized 684,278 420,958 487,159 179,715 - 1,772,110
--------- -------- ------- ------- -------- ---------
Total contributions 841,176 420,958 487,159 179,715 - 1,929,008
--------- -------- ------- ------- -------- ---------
Total additions 584,031 555,420 504,201 218,839 (91,407) 1,771,084
--------- -------- ------- ------- -------- ---------
Deductions from net assets attributed to:
Distributions to participants (133,738) (136,210) (87,089) (20,710) (7,864) (385,611)
Administrative fees (9,042) (4,341) (5,411) (1,188) - (19,982)
Loans to participants (32,459) (35,404) (36,568) (19,502) 123,933 -
Other 2,832 10 10 - - 2,852
Transfers between funds 24,309 (139,445) (107,798) 222,934 - -
Total deductions and transfers (148,098) (315,390) (236,856) 181,534 116,069 (402,741)
--------- -------- -------- ------- -------- --------
Net increase 435,933 240,030 267,345 400,373 24,662 1,368,343
Net assets available for plan benefits:
Beginning of year 3,870,693 1,814,344 2,094,590 207,026 156,607 8,143,260
--------- --------- ---------- -------- -------- ---------
End of year $4,306,626 $2,054,374 $2,361,935 $607,399 $181,269 $9,511,603
========== ========== ========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
F-4<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1992
_______
<TABLE>
<CAPTION>
ARBOR UNIVERSAL
DRUGS, INC. LIFE
COMMON G.I.C. EQUITY BALANCED INSURANCE PARTICIPANT
STOCK FUND FUND FUND FUND FUND FUND TOTAL
---------- ------ ------ ------- ----------- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income $26,157 $120,574 $36,771 $3,031 - - $186,533
Net change in unrealized appreciation
(depreciation) (63,633) - 76,184 12,867 - - 25,418
Loan principal 36,249 21,228 19,676 971 - $(78,124) -
Loan interest 5,351 3,026 3,476 144 - - 11,997
-------- ---------- ---------- ------ ------ -------- ----------
4,124 144,828 136,107 17,013 - (78,124) 223,948
Contributions:
Employer 153,476 - - - - - 153,476
Employee-authorized 590,603 478,302 449,645 47,891 $2,878 - 1,569,319
Transferred assets 7,360 4,292 3,002 - - - 14,654
-------- ---------- ---------- ------- ------ -------- ----------
Total contributions 751,439 482,594 452,647 47,891 2,878 - 1,737,449
-------- ---------- ---------- ------- ------ -------- ----------
Total additions 755,563 627,422 588,754 64,904 2,878 (78,124) 1,961,397
-------- ---------- ---------- ------- ------ -------- ----------
Deductions from net assets attributed to
Distributions to participants (280,555) (237,326) (110,863) (2,526) - (11,192) (642,462)
Insurance premiums - - (2,878) - (2,878)
Administrative fees (14,567) (7,741) (7,799) (400) - - (30,507)
Loans to participants (63,659) (37,719) (25,009) - - 126,387 -
Other 943 (316) (262) (65) - - 300
Transfers between funds (9,868) (73,335) (61,910) 145,113 - - -
Redemption of cash value of life insurance - - - - (5,680) - (5,680)
-------- ---------- ---------- ------- ------ -------- ----------
Total deductions and transfers (367,706) (356,437) (205,843) 142,122 (8,558) 115,195 (681,227)
-------- ---------- ---------- ------- ------ -------- ----------
Net increase (decrease) 387,857 270,985 382,911 207,026 (5,680) 37,071 1,280,170
Net assets available for plan benefits:
Beginning of year 3,482,836 1,543,359 1,711,679 - 5,680 119,536 6,863,090
---------- ---------- ---------- -------- ------ -------- ----------
End of year $3,870,693 $1,814,344 $2,094,590 $207,026 - $156,607 $8,143,260
========== ========== ========== ======== ====== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
F-5<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1991
_______
<TABLE>
<CAPTION>
ARBOR UNIVERSAL
DRUGS, INC. LIFE
COMMON G.I.C. EQUITY INSURANCE PARTICIPANT
STOCK FUND FUND FUND FUND FUND TOTAL
---------- ---- ------ -------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income $ 20,309 $116,248 $32,808 - - $ 169,365
Net change in unrealized appreciation 1,119,944 - 368,856 - - 1,488,800
Loan principal 17,229 19,153 14,226 - $(50,608) -
Loan interest 4,009 2,938 2,699 - - 9,646
----------- --------- --------- ----------- -------- ----------
1,161,491 138,339 418,589 - (50,608) 1,667,811
----------- --------- --------- ----------- -------- ----------
Contributions:
Employer 123,962 - - - - 123,962
Employee-authorized 394,778 473,647 343,238 $5,530 - 1,217,193
Transferred assets 1,209 1,183 9,538 - - 11,930
Other 2,334 1,163 690 - - 4,187
----------- ---------- ---------- ----------- -------- ----------
Total contributions 522,283 475,993 353,466 5,530 - 1,357,272
----------- ---------- ---------- ----------- -------- ----------
Total additions 1,683,774 614,332 772,055 5,530 (50,608) 3,025,083
----------- ---------- ---------- ----------- -------- ----------
Deductions from net assets attributed to:
Distributions to participants (182,424) (145,359) (55,843) - (9,829) (393,455)
Insurance premiums - - - (5,530) - (5,530)
Administrative fees (10,632) (6,038) (5,476) - - (22,146)
Loans to participants (25,617) (34,536) (31,754) - 91,907 -
Other (2,133) (22) (114) - - (2,269)
Transfers between funds 193,518 (132,253) (61,265) - - -
Decrease in cash value of life insuranc - - - (126) - (126)
--------- --------- --------- ----------- -------- ----------
Total deductions and transfers (27,288) (318,208) (154,452) (5,656) 82,078 (423,526)
--------- --------- --------- ----------- -------- ----------
Net increase (decrease) 1,656,486 296,124 617,603 (126) 31,470 2,601,557
Net assets available for plan benefits:
Beginning of year 1,826,350 1,247,235 1,094,076 5,806 88,066 4,261,533
---------- ---------- ---------- ----------- -------- ----------
End of year $3,482,836 $1,543,359 $1,711,679 $5,680 $119,536 $6,863,090
========== ========== ========== =========== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
F-6<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
_______
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
INVESTMENTS
Investments in Arbor Drugs, Inc. (the "Company") common stock are
valued at the NASDAQ National Market System closing price at the end
of the year. Interests in the Guaranteed Investment Contract Fund,
Equity Fund and the Balanced Fund are valued by the fund managers on
the basis of established market prices of fund investments at the end
of the year. Investments in the Universal Life Insurance Fund are
valued at the respective cash surrender value at the end of the year.
Income from investments is recorded as earned on the accrual basis.
Purchases and sales are reflected on a trade-date basis.
NET APPRECIATION (DEPRECIATION)
The Arbor Drugs, Inc. 401(k) Plan (the "Plan") presents in the
statements of changes in net assets available for plan benefits the
net appreciation (depreciation) in the fair value of its investments,
which includes realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
CONTRIBUTIONS
Contributions are made by the Company from funds withheld from
employees and are recorded in the period of the related payroll
deductions. In addition, the Company may make discretionary
contributions to the Plan.
OTHER
Differences between the statements of net assets available for plan
benefits and the statements of changes in net assets available for
plan benefits of this report and Form 5500 filed with the Department
of Labor are principally attributable to classification differences.
NOTE 2 - DESCRIPTION OF PLAN
----------------------------
The following description of the Plan provides only general
information. Participants should refer to the Plan documents for a
more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan available to all
Company employees of Arbor Drugs, Inc. who have one year of service
and are age twenty-one (21) or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended. The Plan administrator maintains all necessary
records and determines participant eligibility. Plan assets are held
in a trust and are managed by a trustee appointed by the Company.
Continued
F-7<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
_______
NOTE 2 - DESCRIPTION OF PLAN (CONT'D)
----------------------------
CONTRIBUTIONS
A Plan participant may elect a reduction in creditable compensation,
as defined by the Plan, in 1 percent increments, not to exceed 15
percent of such creditable compensation. The Company may, at its
discretion, make a contribution to the Plan on behalf of each
participant. Contributions are allocated as of the last day of the
Plan year to the related participant accounts. In addition, the
Company may make supplementary contributions on behalf of certain
participants for years beginning after December 31, 1987.
VESTING
A participant's interest in his Plan account is one hundred percent
(100%) vested and nonforfeitable at all times.
PAYMENT OF BENEFITS
Upon termination of employment, death, retirement or attainment of age
fifty-nine and one-half (59-1/2), a participant, or beneficiary
thereof, shall be eligible to receive a distribution of the balance of
his Plan account as of the valuation date coincident with or next
succeeding the date his participation ceases.
Benefits from the Plan shall be paid to a participant in a single lump
sum. The lump sum will include common stock of the Company and any
contract purchased by investments of the Participant's Account in the
Universal Life Insurance Fund unless the participant elects to receive
the cash value of either such stock or such contract or both.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions
of ERISA. In the event the Company terminates the Plan without
establishing a successor defined contribution plan, participants shall
be entitled to receive lump-sum distributions of their interests in
the Plan.
PARTICIPANT ACCOUNTS
The Plan administrator may maintain up to four accounts in the name of
each participant which reflect the amount of a participant's elective
contributions, matching contributions, transferred assets and
supplementary contributions, plus earnings on these amounts. Accounts
are valued quarterly and reflect the participant's share of earnings
or loss of respective investment funds.
Continued
F-8
<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
_______
NOTE 2 - DESCRIPTION OF PLAN (CONT'D)
----------------------------
PARTICIPANT LOANS
As described in the Plan documents, participants may borrow from
their respective accounts an amount from $1,000 to $50,000. Loans to
participants bear interest at a reasonable rate as determined by the
Committee, and a portion of the participant's account balance serves
as collateral.
NOTE 3 - INVESTMENTS
--------------------
Each participant has the option of investing all or a portion of his
account in any of four investment funds. These investment options
include:
(a) Investment in the common stock of Arbor Drugs, Inc. ("Arbor
Drugs, Inc. Common Stock Fund");
(b) The Guaranteed Investment Contract Fund ("G.I.C. Fund") is
a common investment fund managed by the trustee. This
actively managed fund invests primarily in guaranteed
investment contracts issued by high quality insurance
companies and short-term investment vehicles. A Guaranteed
Investment Contract is a negotiated contract with a major
insurance company which includes a guarantee by the
insurance company of principal and interest for a specific
length of time. The Fund may also invest in various short-
term investment vehicles for purposes of maintaining
liquidity and in order to make the Fund responsive to
changes in interest rates;
(c) The Equity Fund, which is managed by the trustee, invests
in the common stock of companies which have been identified
by its investment analysts as growth-oriented. The
composition of the Equity Fund is reviewed by the trustee's
analysts and portfolio managers to better maintain the fund
so that it holds high quality stocks meeting its
established guidelines. The Equity Fund is not principal-
safe due to the fluctuation of the market value of stocks.
The trustee attempts to invest the Equity Fund in the stock
of companies that have exhibited independence from the
effects of the overall economy and have demonstrated a
significantly higher growth rate than the rate of
inflation. These investment guidelines can reduce the
Equity Fund's exposure to the volatility of the stock
market. Investment in the Equity Fund is for long-term
growth;
Continued
F-9<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
_______
NOTE 3 - INVESTMENTS (CONT'D)
--------------------
(d) The Balanced Fund, which is managed by the trustee,
consists of a portfolio that is divided among the general
investment categories of common stocks (25 to 65
percent); fixed income (10 to 60 percent); real estate
(zero to 10 percent), and cash and cash equivalents (zero
to 30 percent). The Balanced Fund is not principal-safe
due to the fluctuation in the market values of common
stock, fixed income and real estate investments; however,
the investment diversification may reduce the risk
associated with investing in a single fund. Investment
in the Balanced Fund is for long-term growth. The
Balanced Fund became an investment option effective
July 1, 1992; and
(e) Purchased Universal Life Insurance policies issued by the
Life Insurance Company of Virginia ("Universal Life
Insurance Fund"). The Company discontinued this investment
option effective July 1, 1992.
Twice a year, a participant has the option of changing the allocation
of future contributions or transferring all or a portion of his
existing account balance among the investment funds. The number of
participants investing in each fund, as of December 31, 1993 and 1992,
is as follows:
NUMBER OF
PARTICIPANTS
------------
1993 1992
---- ----
Arbor Drugs, Inc. Common Stock Fund 917 874
Guaranteed Investment Contract Fund 611 605
Equity Fund 500 459
Balanced Fund 267 112
Continued
F-10<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
_______
NOTE 3 - INVESTMENTS (CONT'D)
--------------------
The number of shares or units contained in each investment fund, the
aggregate cost of shares or units and market value per share or unit
as of December 31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1993
---------------------------------------------------------------
NUMBER OF AGGREGATE COST MARKET VALUE
SHARES OR OF SHARES OR PER SHARE OR
UNITS UNITS UNIT
---------- ------------- ------------
<S> <C> <C> <C>
Arbor Drugs, Inc. Common Stock Fund 208,263 $2,981,010 $ 19.88
Guaranteed Investment Contract Fund 201,657 2,016,568 10.00
Equity Fund 19,809 1,873,219 117.66
Balanced Fund 44,021 562,635 13.41
DECEMBER 31, 1992
----------------------------------------------------------------
NUMBER OF AGGREGATE COST MARKET VALUE
SHARES OR OF SHARES OR PER SHARE OR
UNITS UNITS UNIT
--------- --------- ------------
<S> <C> <C> <C>
Arbor Drugs, Inc. Common Stock Fund 171,384 $2,290,478 $ 22.26
Guaranteed Investment Contract Fund 181,632 1,816,321 10.00
Equity Fund 17,571 1,575,119 120.52
Balanced Fund 14,804 180,374 13.05
</TABLE>
The per share closing price of Arbor Drugs, Inc. common stock on
June 21, 1994 was $18.25.
NOTE 4 - TAX STATUS
-------------------
The Plan obtained its latest determination letter on July 7, 1988, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator believes that
the Plan is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code. Therefore,
the Plan administrator believes that the Plan was qualified, and the
related trust was tax-exempt as of the financial statement date.
NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------
For the Plan years ended December 31, 1993, 1992 and 1991, the Company
paid for certain administrative expenses of the Plan.
F-11
<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(K) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
_______
<TABLE>
<CAPTION>
(C)
(B) DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUER, INCLUDING MATURITY DATE, (E)
BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, (D) CURRENT
(A) OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
--- ------------------- ----------------------------- ---- --------
<S> <S> <S> <S> <S>
Comerica Bank Arbor Drugs, Inc. Common Stock Fund,
208,263 shares $2,981,010 $4,139,378
* Comerica Bank Guaranteed Investment Contract Fund,
201,657 shares 2,016,569 2,016,569
* Comerica Bank Equity Fund, 19,809 shares 1,873,219 2,330,696
* Comerica Bank Balanced Fund, 44,021 shares 562,635 590,275
Participant Loans 10 percent - 181,269
(various
individuals)
</TABLE>
F-12
<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
_______
<TABLE>
<CAPTION>
(b) (f) (h)
(a) Description of Asset (c) (d) (e) Expenses (g) Current Value (i)
Identity of (Include Interest Rate and Purchase Selling Lease Incurred with Cost of Asset at Net Gain
Party Involved Maturity in Age of a Loan) Price Price Rental Transaction* of Asset Transaction Date or (Loss)
- - -------------- -------------------------- -------- ------- ------ ------------- -------- ---------------- ---------
<S> <S> <S> <S> <S> <S> <S> <S> <S>
REPORTING CRITERION I: Any single transaction
- - ---------------------
within the plan year
that involves more than
five percent of the
current value of plan
assets.
Not applicable.
REPORTING CRITERION II: Any series of tran-
- - ----------------------
sactions in other
than securities within
the plan year with or
in conjunction with the
same person that, when
aggregated, involves more
than five percent of the
current value of plan
assets.
Not applicable.
REPORTING CRITERION III: Any series of transactions
- - -----------------------
within the plan year with
respect to securities of
the same issue that, when
aggregated, involves more
than five percent of the
current value of plan
assets.
Comerica Bank Purchase 2,719,083 units,
short-term funds $2,719,083 $2,719,083 $2,719,083
Sold 2,706,990 units,
short-term funds $2,706,990 2,706,990 2,706,990 -
Comerica Bank Purchase 3,834 units,
Equity Fund E 443,928 443,928 443,928
</TABLE>
Continued
F-13<PAGE>
<PAGE>
ARBOR DRUGS, INC. 401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Continued
_______
<TABLE>
<CAPTION>
(b) (f) (h)
(a) Description of Asset (c) (d) (e) Expense (g) Current Value (i)
Identity of (Include Interest Rate and Purchase Selling Lease Incurred with Cost of Asset at Net Gain
Party Involved Maturity in Age of a Loan) Price Price Rental Transaction* of Asset Transaction Date or (Loss)
- - -------------- -------------------------- -------- ------- ------ ------------- -------- ---------------- ---------
<S> <S> <S> <S> <S> <S> <S> <S> <S>
REPORTING CRITERION III,
- - -----------------------
continued
Comerica Bank Purchase 41,042 units,
Guaranteed Investment
Contract Funds $ 414,059 $ 414,059 $ 414,059
Comerica Bank Purchase 44,006 shares,
Arbor Drugs 863,344 863,344 863,344
REPORTING CRITERION IV: Any transaction within
- - ---------------------- the plan year with
respect to securities
with or in conjunction
with a person with whom
any prior or subsequent
single five percent
security transactions
within the plan year took
place (Note A).
Not applicable.
<FN>
Note: (A) Transactions already reported under Criterion III are not reported here.
----
*Information regarding expenses incurred with each transaction was not available from the Trustee.
</TABLE>
F-14
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.1 Consent of Independent Accountants with respect to the
financial statements of the Arbor Drugs, Inc. 401(k)
Plan for the years ended December 31, 1993, 1992 and 1991.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Arbor Drugs, Inc. on Form S-8 (File No. 33-11830) of our
report dated June 21, 1994, on our audit of the financial statements
of the Arbor Drugs, Inc. 401(k) plan as of December 31, 1993 and 1992,
and for the three years in the period ended December 31, 1993, which
report is included in this annual report on Form 11-K.
/s/ COOPERS & LYBRAND
Detroit, Michigan
June 27, 1994
