SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 12, 1995
(DATE OF EARLIEST EVENT REPORTED)
RITE AID CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-5742 23-1614034
(STATE OF (COMMISSION FILE NO.) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
30 HUNTER LANE, CAMP HILL, PENNSYLVANIA 17011
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(717) 761-2633
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NO CHANGE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Pricing Agreement, dated April 12, 1995, among
the Registrant, Donaldson, Lufkin & Jenrette
Securities Corporation, Bear, Stearns & Co.
Inc., J.P. Morgan Securities Inc. and
NationsBanc Capital Markets, Inc., relating to
the Underwriting Agreement, dated August 1,
1993 relating to the offer and sale of 7-5/8%
Senior Notes due April 15, 2005.
4.1 Form of 7-5/8% Senior Notes due April 15, 2005.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RITE AID CORPORATION
By: /s/ Frank M. Bergonzi
Name: Frank M. Bergonzi
Title: Executive Vice President
and Chief Financial Officer
Dated: April 20, 1995
EXHIBIT INDEX
Exhibit
Number Description Page
1.1 Pricing Agreement, dated April 12,
1995, among the Registrant,
Donaldson, Lufkin & Jenrette Securi-
ties Corporation, Bear, Stearns & Co.
Inc., J.P. Morgan Securities Inc. and
NationsBanc Capital Markets, Inc.,
relating to the Underwriting Agree-
ment, dated August 1, 1993 relating
to the offer and sale of 7-5/8% Se-
nior Notes due April 15, 2005.
4.1 Form of 7-5/8% Senior Notes due April
15, 2005.
Exhibit 1.1
PRICING AGREEMENT
Donaldson, Lufkin & Jenrette
Securities Corporation
Bear, Stearns & Co. Inc.
J.P. Morgan Securities Inc.
NationsBanc Capital Markets, Inc.
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
140 Broadway
New York, New York 10005
April 12, 1995
Ladies and Gentlemen:
Rite Aid Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions
stated herein and in the Underwriting Agreement, dated
August 1, 1993 (the "Underwriting Agreement"), to issue
and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule
II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed
to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein; and
each of the representations and warranties set forth
therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each
representation and warranty that refers to the Prospectus
in Section 2 of the Underwriting Agreement shall be
deemed to be a representation or warranty as of the date
of the Underwriting Agreement in relation to the Prospec-
tus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented
relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall
be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are
used herein as therein defined. The Representatives
designated to act on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of
the Underwriting Agreement and the address of the Repre-
sentatives referred to in such Section 12 are set forth
at the end of Schedule II hereto.
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relat-
ing to the Designated Securities, in the form heretofore
delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth
herein and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and to
sell to each of the Underwriters, and each of the Under-
writers agrees, severally and not jointly, to purchase
from the Company, at the time and place and at the pur-
chase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set
forth opposite the name of such Underwriter in Schedule I
hereto, less the principal amount of Designated Securi-
ties covered by Delayed Delivery Contracts, if any, as
may be specified in Schedule II.
Section 7(d) of the Underwriting Agreement is
hereby amended for purposes of the Designated Securities
to provide that Franklin C. Brown, Senior Vice President
and General Counsel of the Company, will substitute for
Skadden, Arps, Slate, Meagher & Flom and deliver a writ-
ten opinion dated the Time of Delivery containing the
opinions set forth in Section 7(d).
If the foregoing is in accordance with your
understanding, please sign and return to us counterparts
hereof, and upon acceptance hereof by you, on behalf of
each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall consti-
tute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is
or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall
be submitted to the Company for examination upon request.
RITE AID CORPORATION
By: /s/ Frank Bergonzi
Name: Frank Bergonzi
Title: Executive Vice
President and Chief
Financial Officer
Accepted as of the
date hereof:
Donaldson, Lufkin & Jenrette
Securities Corporation
Bear, Stearns & Co. Inc.
J.P. Morgan Securities Inc.
NationsBanc Capital Markets, Inc.
By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Katherine Morris
Name: Katherine Morris
Title: Senior Vice President
SCHEDULE I
Principal Amount
of Designated
Securities to be
Underwriter Purchased
----------- -----------------
Donaldson, Lufkin & Jenrette
Securities Corporation $ 75,000,000
Bear, Stearns & Co. Inc. 50,000,000
J.P. Morgan Securities Inc. 50,000,000
NationsBanc Capital Markets, Inc. 25,000,000
-----------
Total . . . . . . . . . . . . $ 200,000,000
===========
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7-5/8% Senior Notes due April 15, 2005
AGGREGATE PRINCIPAL AMOUNT:
$200,000,000
PRICE TO PUBLIC:
99.757% of the principal amount plus accrued interest from
April 20, 1995
PURCHASE PRICE BY UNDERWRITERS:
99.107% of the principal amount plus accrued interest from
April 20, 1995
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal or other immediately available funds
INDENTURE:
Indenture dated as of August 1, 1993, between the Company and
First Trust of New York, National Association, as Trustee
MATURITY:
April 15, 2005
INTEREST RATE:
7-5/8%
INTEREST PAYMENT DATES:
April 15 and October 15, commencing October 15, 1995
REDEMPTION PROVISIONS:
No provisions for redemption
SINKING FUND PROVISIONS:
No sinking fund provisions
TIME OF DELIVERY:
April 20, 1995
CLOSING LOCATION:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
DELAYED DELIVERY:
None
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Donaldson, Lufkin & Jenrette
Securities Corporation
Bear, Stearns & Co. Inc.
J.P. Morgan Securities Inc.
NationsBanc Capital Markets, Inc.
Address for Notices, etc.: Donaldson, Lufkin & Jenrette
Securities Corporation
140 Broadway
New York, New York 10005
OTHER TERMS:
The Designated Securities will be issuable only in book entry
form and will trade through The Depository Trust Company's
Same Day Funds Settlement System.
Exhibit 4.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTA-
TIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHO-
RIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
NO. R- $
CUSIP: 767754AF1
RITE AID CORPORATION
7 5/8% SENIOR NOTE DUE APRIL 15, 2005
Rite Aid Corporation, a Delaware corporation (the
"Company", which term includes any successor corporation under
the Indenture referred to herein), for value received, hereby
promises to pay to , or registered assigns, upon
presentation, the principal sum of ($ ) on
APRIL 15, 2005 (the "Maturity Date"), and to pay interest thereon
at a rate of 7 5/8% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months, until the principal
hereof is paid or duly made available for payment, semiannually
in arrears on April 15 and October 15 (each an "Interest Payment
Date") in each year commencing on October 15, 1995 to the regis-
tered holder of this Note (the "Holder") as of the close of
business on the April 1 and October 1 (each, a "Regular Record
Date") next preceding such Interest Payment Date, and on the
Maturity Date. Interest on this Note will accrue from the most
recent Interest Payment Date to which interest has been paid or
duly provided for or, if no interest has been paid, from April
20, 1995 until the principal hereof has been paid or duly made
available for payment. If the Maturity Date or an Interest
Payment Date falls on a day which is not a Business Day, as
defined below, principal or interest payable with respect to such
Maturity Date or Interest Payment Date will be paid on the next
succeeding Business Day with the same force and effect as if made
on such Maturity Date or Interest Payment Date, as the case may
be, and no interest shall accrue on the amount so payable for the
period from and after such Maturity Date or Interest Payment
Date. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, subject to
certain exceptions as provided in the Indenture (as defined
below), be paid to the Person in whose name this Note (or one or
more predecessor Note) is registered at the close of business on
the Regular Record Date for such interest payment; provided,
however, that interest payable on the Maturity Date will be
payable to the Person to whom the principal hereof is payable.
Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular
Record Date and shall be paid to the Persons, and on the notice,
as is provided in the Indenture. As used herein, "Business Day"
means any day, other than a Saturday or Sunday, on which banks in
The City of New York are not required or authorized by law to
close.
Payment of the principal of and interest on this Note
will be made by wire transfer to an account maintained by DTC for
such purpose.
This Note is one of a duly authorized issue of securi-
ties (hereinafter called the "Securities") of the Company issued
and to be issued under an Indenture dated as of August 1, 1993
(the "Indenture") between the Company and First Trust of New
York, National Association, as Trustee (herein called the "Trust-
ee", which term includes any successor trustee under the Inden-
ture), to which Indenture and all indentures supplemental thereto
and the Officers' Certificate setting forth the terms of this
series of Securities and reference is hereby made thereto for a
statement of the respective rights, limitation of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders and the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series of
Securities designated as "7 5/8% Senior Notes due April 15, 2005"
limited in aggregate principal amount to $200,000,000 (the
"Notes"). The Indenture does not limit the aggregate principal
amount of Securities that may be issued thereunder.
An Event of Default is: default for 30 days in payment
of interest on the Notes; default in the payment of principal on
them; failure by the Company for 60 days after notice to it to
comply with any of its other agreements in the Indenture or the
Notes; default under any bond, debenture, note or other evidence
of indebtedness for borrowed money or under any mortgage, inden-
ture or other instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for
borrowed money and as a result of such default, such indebtedness
has by acceleration or otherwise become due prior to its stated
maturity and such default continues for a period of 10 days after
the date on which such indebtedness becomes due prior to its
stated maturity, and all such defaults aggregate in excess of
$10,000,000; and certain events of bankruptcy or insolvency. If
an Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Notes may declare all unpaid
principal of and accrued interest on all then outstanding Notes
to be due and payable in the manner and with the effect and
subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series under the Indenture to
be affected at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities (as defined in the Inden-
ture) of each series under the Indenture affected thereby. The
Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Outstanding Securi-
ties of each series under the Indenture, on behalf of the Holders
of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture or such Securi-
ties and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
places, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company upon surrender
of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney
duly authorized in writing, and thereupon one or more new Notes
of this series having the same terms as this Note, of authorized
denominations, having the same terms and conditions and for the
same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and whole multiples of $1,000.
As provided in the Indenture, and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of this series having the same terms as
this Note of a different authorized denomination, as requested by
the Holder surrendering the same.
No service charge will be made for any such registra-
tion of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PER-
FORMED IN SUCH STATE.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Inden-
ture and all references in the Indenture to "Security" or "Secu-
rities" shall be deemed to include the Notes.
Unless the certificate of authentication hereon has
been executed by the Trustee under the Indenture or its successor
thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instru-
ment to be duly executed, manually or in facsimile, and a facsim-
ile of its corporate seal to be imprinted hereon.
RITE AID CORPORATION
By:________________________________
Name:
Title:
Attest:
By:________________________________
Name:
Title:
[SEAL]
Date:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
herein, referred to in the within mentioned Indenture.
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
By:________________________________
Name:
Title:
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
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(Print or type assignee's name, address and zip code)
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---------------------------------------------------------------
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(Insert assignees's soc. sec. or tax I.D. no.)
and irrevocably appoint
______________________________
agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.
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Dated:___________ -----------------------------
-----------------------------
NOTICE: The signature to this assignment must correspond
with the name as it appears on the first page of the
within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed
by a commercial bank or trust company having its princi-
pal office or a correspondent in the City of New York or
by a member broker of the New York, Midwest or Pacific
Stock Exchange.
