Genovese Leonard, et al. – ‘SC 13D/A’ on 3/10/99 re: Genovese Drug Stores Inc

As of:  Wednesday, 3/10/99   ·   Accession #:  950157-99-146   ·   File #:  5-38263

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 5                                        7     29K 
 2: EX-2        Certificate of Merger                                  5     13K 
 3: EX-4        Termination Agreement                                  4     11K 

SC 13D/A   —   Amendment No. 5
Document Table of Contents

SC 13D/A
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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)       

SC 13D/A
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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! 

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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! 

SC 13D/A
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                                                                     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.                           

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                                                                     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.              

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                                                                     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).                                        

SC 13D/A
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                                                                     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

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		3/10/99
		3/1/99		1		6
		11/23/98		5		6			3,  8-K
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