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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. 8)*
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
Eugene Applebaum
SS# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) X
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3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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<TABLE>
<S> <C>
NUMBER OF 5 SOLE VOTING POWER
SHARES 6,929,613
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 162,000
EACH --------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 6,929,613
WITH 8 SHARED DISPOSITIVE POWER
162,000
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</TABLE>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,091,613
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
See Item 6.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.7%
12 TYPE OF REPORTING PERSON*
IN
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*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:
Eugene Applebaum
(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:
7,091,613
(b) Percent of Class:
27.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
6,929,613
(ii) shared power to vote or to direct the vote
162,000
(iii) sole power to dispose or to direct the disposition of
6,929,613
(iv) shared power to dispose or to direct the disposition of
162,000
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
Pursuant to separate agreements, Eugene Applebaum has the rights of first
refusal with respect to certain sales of the shares of Arbor Drugs, Inc. Common
Stock owned by Markus M. Ernst and by Mr. Applebaum's wife, Marcia Applebaum.
Notwithstanding such rights of first refusal, each of Mr. Ernst and Mrs.
Applebaum have the right to receive and the power to direct receipt of
dividends from, and the proceeds from the sale of, their respective shares. As
of December 31, 1995, the shares to which Mr. Applebaum had rights of first
refusal pursuant to the foregoing agreements consisted of 1,035,387 shares
owned by Mr. Ernst, 4.7% of the outstanding Common Stock of Arbor Drugs, Inc.,
and 118,125 shares owned by Mrs. Applebaum. Mr. Applebaum disclaims any
beneficial ownership in such shares.
The shares reported in Item 4 exclude the 118,125 owned by Mrs. Applebaum
referred to above and an additional 138,000 shares owned by Mrs. Applebaum.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT 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 29, 1996
Date
Signature
/s/ Eugene Applebaum
Name/Title
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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)
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