DRUG EMPORIUM INC
SC 13G, 1999-02-16
DRUG STORES AND PROPRIETARY STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
                  RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO
                           FILED PURSUANT TO 13d-2(b)

                               (Amendment No. _)*


                               Drug Emporium, Inc.
                                (Name of Issuer)


                           Common Stock, no par value
                         (Title of Class of Securities)


                                    232175102
                                 (CUSIP Number)



Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         |X|      Rule 13d-1(b)

         |_|      Rule 13d-1(c)

         |_|      Rule 13d-1(d)


*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).

                                     - 1 -
<PAGE>

- --------------------------------------------------------------------------------
  1         NAME OF REPORTING PERSON
            S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
            BENSON ASSOCIATES, LLC
            FEDERAL ID NO.  91-1797260
- --------------------------------------------------------------------------------
  2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                 (a) |_|
                                                                 (b) |X|
- --------------------------------------------------------------------------------
  3         SEC USE ONLY



- --------------------------------------------------------------------------------
  4         CITIZENSHIP OR PLACE OF ORGANIZATION

            OREGON
 -------------------------------------------------------------------------------
                                       5        SOLE VOTING POWER

            NUMBER OF                           1,144,325
                                     -------------------------------------------
            SHARES                     6        SHARED VOTING POWER

            BENEFICIALLY                        -0-
                                     -------------------------------------------
            OWNED BY EACH              7        SOLE DISPOSITIVE POWER

            REPORTING                           1,144,325
                                     -------------------------------------------
            PERSON WITH                8        SHARED DISPOSITIVE POWER

                                                 -0-
- --------------------------------------------------------------------------------
  9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                   1,144,325
- --------------------------------------------------------------------------------
 10         CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                   Not applicable
- --------------------------------------------------------------------------------
 11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                   8.68%
- --------------------------------------------------------------------------------
 12         TYPE OF REPORTING PERSON

                   IA
- --------------------------------------------------------------------------------

                                     - 2 -
<PAGE>

Item 1(a)         Name of Issuer:  DRUG EMPORIUM, INC.


Item 1(b)         Address of Issuer's Principal Executive Offices:
                                                         155 HIDDEN RAYNES DRIVE
                                                         POWELL, OHIO 43065

Item 2(a)         Name of Person Filing:  BENSON ASSOCIATES, LLC

Item 2(b)         Address of Principal Business Office or, if none, Residence:

                  111 S.W. FIFTH AVENUE, SUITE 2130
                  PORTLAND, OREGON  97204

Item 2(c)         Citizenship:  OREGON

Item 2(d)         Title of Class of Securities:  COMMON STOCK, NO PAR VALUE

Item 2(e)         CUSIP Number:  232175102

Item 3            If this  statement  is filed  pursuant  to Rules  13d-1(b)  or
                  13d-2(b), check whether the person filing is a:

                  (e) x Investment  Adviser  registered under Section 203 of the
                  Investment Advisers Act of 1940 --

Item 4            Ownership

                  The following information is as of December 31, 1998:

                  (a)    Amount Beneficially Owned: 1,144,325

                  (b)    Percent of Class:  8.68%

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

                           (i) Sole  power  to  vote  or  to  direct  the  vote:
                               1,144,325

                          (ii) Shared power to vote or to direct the vote:  None

                         (iii) Sole   power  to   dispose   or  to  direct   the
                               disposition of: 1,144,325

                          (iv) Shared   power  to   dispose  or  to  direct  the
                               disposition of: None

                                     - 3 -
<PAGE>

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 the
                  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:

                  PERSONS  OTHER THAN BENSON  ASSOCIATES,  LLC HAVE THE RIGHT TO
                  RECEIVE  DIVIDENDS  FROM OR THE  PROCEEDS  OF THE  SALE OF THE
                  LISTED  SECURITY.   NO  SUCH  RIGHT  TO  RECEIVE  PROCEEDS  OR
                  DIVIDENDS RELATES TO MORE THAN 5 PERCENT OF THE CLASS.

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 the  undersigned  certifies that, to the best
                  of their  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.

                                     - 4 -
<PAGE>

                                    SIGNATURE

After  reasonable  inquiry  and to the best of the  knowledge  and belief of the
undersigned,  the  undersigned  certifies that the information set forth in this
statement is true, complete, and correct.

Benson Associates,  LLC hereby disclaims  beneficial ownership of the securities
held by it in a fiduciary capacity as set forth in this Schedule 13G.

                                         February 11, 1999

                                         BENSON ASSOCIATES, LLC

                                         By     /s/ Mark D. Cooper
                                                Member


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


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