Genovese Leonard, et al. – ‘SC 13D/A’ on 3/10/99 re: Genovese Drug Stores Inc – EX-4

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 

EX-4   —   Termination Agreement

EX-4
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                                                        EXECUTION COPY

              TERMINATION AGREEMENT, dated as of March 1, 1999 (this
        "Termination Agreement"), by and among the stockholders of
     Genovese Drug Stores, Inc., a Delaware corporation (the
      "Company"), who are signatories hereto and are listed in
          Schedule I annexed hereto (individually, a "Stockholder" and
collectively, the "Stockholders").                

   WHEREAS each Stockholder is a party to a Stockholders Agreement
dated as of June 30, 1997 (the "Stockholders Agreement");                       

WHEREAS J. C. Penney Company, Inc., a Delaware corporation  
("Parent"), Legacy Acquisition Corp., a Delaware corporation and wholly         
owned subsidiary of Parent, and the Company have entered into an Agreement      
and Plan of Merger dated as of November 23, 1998 (the "Merger Agreement");      
and                                                                             

   WHEREAS Parent and the Stockholders have entered into a Company
Stockholder Agreement dated as of November 23, 1998 (the "Company               
Stockholder Agreement");                                                        

NOW, THEREFORE, in consideration of the representations,    
warranties, covenants and agreements contained in this Termination              
Agreement and for other good and valuable consideration, the receipt and        
adequacy of which are hereby acknowledged, the parties hereto hereby agree      
as follows:                                                                     

ARTICLE I     
REPRESENTATION AND WARRANTY     

  Each party hereto hereby represents and warrants to each other
party hereto that (i) the execution, delivery and performance by such party     
of this Termination Agreement and the consummation of the transactions          
contemplated hereby have been duly authorized by all necessary action of        
such party and (ii) this Termination Agreement constitutes the valid and        
legally binding obligation of such party, enforceable against such party in     
accordance with its terms.                                                      

ARTICLE II    
TERMINATION AND RELEASE     

The Stockholders Agreement shall be terminated as of the    
Effective Time, as such term is defined in the Merger Agreement. From and       
after the Effective Time, the                                                   

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Stockholders Agreement shall be of no further force or effect, and all          
rights and obligations of the parties under the Stockholders Agreement,         
whether now or heretofore existing or accruing, shall be extinguished in        
full.                                                                           

ARTICLE III     
MISCELLANEOUS     

   SECTION 3.01. Amendments. This Termination Agreement may not be
amended except by an instrument in writing signed by each of the parties        
hereto.                                                                         

SECTION 3.02. Interpretation. The headings contained in this
Termination Agreement are for reference purposes only and shall not affect      
in any way the meaning or interpretation of this Termination Agreement.         

 SECTION 3.03. Counterparts. This Termination Agreement may be
executed in one or more counterparts, all of which shall be considered one      
and the same agreement, and shall become effective when one or more such        
counterparts have been signed by each of the parties and delivered to the       
other parties.                                                                  

    SECTION 3.04. Governing Law. This Termination Agreement shall be
governed by, and construed in accordance                                        

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with, the laws of the State of Delaware regardless of the laws that might       
otherwise govern under applicable principles of conflicts of law thereof.       

IN WITNESS WHEREOF, the parties have caused this Termination
Agreement to be duly executed as of the day first above written.                

                        Leonard Genovese
                              ------------------------------------
                            Name:  Leonard A. Genovese, in his
                                  capacity as Trustee of the
                                 Trust established for the
                                 benefit of Viola Genovese
                                   pursuant to paragraph FIFTH
                            of the Last Will and
                                     Testament of Joseph Genovese,
                                   Sr.; in his capacity as Co-
                            Trustee of the Trust
                                   established for the benefit
                                    of Francis Genovese Wangberg
                                    pursuant to paragraph FOURTH
                            of the Last Will and
                                     Testament of Joseph Genovese,
                             Jr.; and individually

                                   Frances Genovese Wangberg
                               -------------------------------------

                              Name:  Frances Genovese Wangberg, in
                                     her capacity as Co-Trustee of
                                     the Trust established for the
                                   benefit of Frances Genovese
                            Wangberg pursuant to
                                   paragraph FIFTH of the Last
                                    Will and Testament of Joseph
                          Genovese, Jr.; and
                    individually

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                                                            SCHEDULE I

Name                  
Leonard A. Genovese                                                             

Frances Genovese Wangberg                                                       
Trust under the Will of the late                                                
Joseph W. Genovese, Jr.                                                     

Trustees: Leonard A. Genovese                                               
Frances Genovese                                        
Wangberg                                                
Trust under the Will of the late                                                
Joseph Genovese, Sr.                                                        

Trustee:  Leonard A. Genovese                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/10/99
		3/1/99		1
		11/23/98		1					3,  8-K
		6/30/97		1					11-K
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