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
Date of Report (Date of earliest event reported):
NOVEMBER 29, 1995
RITE AID CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-5742 23-1614034
(State or other jurisdiction (Commission File (IRS Employer
of incorporation or organization) Number) Identification No.)
30 HUNTER LANE, CAMP HILL, PA 17011
(Address of principal executive offices)
Registrant's telephone number, including area code:
(717) 761-2633
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On November 29, 1995, Rite Aid Corporation (the
"Registrant") and its wholly owned subsidiary, Ocean Acquisition
Corporation (the "Purchaser"), entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Revco D.S., Inc.
("Revco") which provides for the merger of the Purchaser with and
into Revco and for the Purchaser to make a cash tender offer (the
"Offer") for at least 50.1% of the outstanding shares of common
stock, par value $.01, of Revco (the "Shares") on a fully diluted
basis at a price of $27.50 per Share. Pursuant to the Merger
Agreement, the Offer will be followed by a second-step merger
(the "Merger") in which each Share not acquired in the Offer
will be converted into the right to receive the Registrant's
common stock, par value $1.00 per share (the "Common Stock" or
"Registrant Common Stock"), and/or, under certain circumstances,
cash.
Pursuant to the Merger Agreement, the per share value of
Registrant Common Stock which the holders of Shares would receive
in the Merger will be determined during a randomly selected
fifteen-day pricing period (the "Pricing Period") during the
forty days ending five days before the meeting of stockholders of
Revco to consider the Merger (the "Revco Special Meeting").
Holders of Shares would receive one share of Registrant Common
Stock if the average market value per share of Registrant Common
Stock during the Pricing Period is $27.50.
If the average per share value of Registrant Common Stock
determined during the Pricing Period is greater than $27.50,
holders of Shares will receive, for each Share, the amount of
Registrant Common Stock having a value so determined of $27.50
plus 50% of such increase in market value of Registrant Common
Stock over $27.50, provided that in no event would the Registrant
issue less than .91666 shares of its Common Stock for each Share
in the Merger. Similarly, if the average per share value of
Registrant Common Stock per share during the Pricing Period is
less than $27.50, holders of Shares will receive, for each Share,
Registrant Common Stock having a value so determined of $27.50
less 50% of such decrease in market value of Registrant Common
Stock below $27.50, provided that in no event would the
Registrant issue more than 1.125 shares of its Common Stock for
each Share in the Merger.
Alternatively, if the average per share value of Registrant
Common Stock during the Pricing Period is less than $27.50, the
Registrant would have the option of delivering, for each Share,
one share of Registrant Common Stock plus cash in an amount equal
to 50% of the decrease in market value of Registrant Common Stock
below $27.50, provided that in no event would the Registrant pay
more than $2.75 per share to be paid in cash.
In the event that the stockholders of the Registrant do not
approve of the issuance of Registrant Common Stock pursuant to
the Merger, but all conditions to the Merger are otherwise
satisfied or waived, Revco, the Registrant and the Purchaser will
nonetheless consummate the Merger and each Share issued and
outstanding immediately prior to the Effective Time (other than
Shares held in treasury and Shares owned by the Registrant and
its subsidiaries and other than Shares held by stockholders who
have properly exercised and perfected appraisal rights) will, at
the Effective Time be converted into the right to receive a
combination of (x) shares of Registrant Common Stock which will
represent in the aggregate 19.9% of the then outstanding shares
of Registrant Common Stock (determined in a manner consistent
with the determination of the Exchange Ratio) and (y) cash based
on a pro rata portion of $27.50.
The Merger Agreement also provides that in the event the
Merger is not consummated prior to certain dates, holders of
Shares will be entitled to receive interest on the consideration
to be received in the Merger calculated at rates agreed to
between the Registrant and Revco.
The Offer was commenced on December 4, 1995, and is
scheduled to expire at Midnight on Tuesday, January 2, 1996,
unless extended by the Purchaser. The Offer is conditioned upon,
among other things, 35,144,833 Shares, or such other number of
Shares as equals 50.1% of the Shares outstanding on a fully
diluted basis as of the expiration of the Offer, being validly
tendered and not withdrawn prior to the expiration of the Offer.
The Offer is also subject to other terms and conditions.
In addition, on November 29, 1995, the Registrant and the
Purchaser entered into a Stockholder Agreement (the "Stockholder
Agreement") with Zell/Chilmark Fund, L.P. (the "Stockholder")
pursuant to which the Stockholder, who has represented to the
Registrant that it owns 13,102,288 Shares, representing
approximately 19.7% of all outstanding Shares, has agreed, among
other things, to (i) tender in the Offer and (ii) vote in favor
of the Merger, upon the terms and conditions thereof, all Shares
owned by the Stockholder.
Also on November 29, 1995, the Registrant and the Purchaser
entered into a Stock Option Agreement (the "Stock Option
Agreement") with Revco pursuant to which Revco has granted to the
Registrant an unconditional, irrevocable option (the "Stock
Option") to purchase up to 13,251,010 fully paid and
nonassessable Shares at a purchase price of $27.50 per share, or
such other number of Shares as equals 19.9% of Revco's issued and
outstanding Shares at the time of exercise of the Stock Option,
exercisable upon the occurrence of certain events.
On November 30, 1995, the Registrant and Revco issued a
joint press release announcing the execution of the Merger
Agreement, the Stockholder Agreement and the Stock Option
Agreement. A copy of such press release is filed as Exhibit 99.3
hereto and is incorporated herein by reference.
Copies of the Merger Agreement, the Stockholder Agreement
and the Stock Option Agreement are filed as Exhibits 2, 99.1 and
99.2, respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of the Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits:
Ex. No. Description
2. Agreement and Plan of Merger, dated as of November
29, 1995, by and among Rite Aid Corporation, Ocean
Acquisition Corporation and Revco D.S., Inc.
(previously filed as Exhibit (c)(1) to the
Registrant's Schedule 14D-1 filed with the Commission
on December 4, 1995 and incorporated herein by
reference).
99.1. Stockholder Agreement, dated as of November 29, 1995,
by and among the Registrant, the Purchaser and
Zell/Chilmark Fund, L.P. (previously filed as Exhibit
(c)(2) to the Registrant's Schedule 14D-1 filed with
the Commission on December 4, 1995 and incorporated
herein by reference).
99.2. Stock Option Agreement, dated as of November 29,
1995, by and among the Registrant, the Purchaser and
Revco (previously filed as Exhibit (c)(3) to the
Registrant's Schedule 14D-1 filed with the Commission
on December 4, 1995 and incorporated herein by
reference).
99.3. Text of Press Release issued by the Registrant and
Revco on November 30, 1995 (previously filed as
Exhibit (a)(7) to the Registrant's Schedule 14D-1
filed with the Commission on December 4, 1995 and
incorporated herein by reference).
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
RITE AID CORPORATION
Date: December 5, 1995
By:/s/ Elliot S. Gerson
__________________________
Name: Elliot S. Gerson
Title: Senior Vice President
EXHIBIT INDEX
Ex. No. Description
2. Agreement and Plan of Merger, dated as of November
29, 1995, by and among Rite Aid Corporation, Ocean
Acquisition Corporation and Revco D.S., Inc.
(previously filed as Exhibit (c)(1) to the
Registrant's Schedule 14D-1 filed with the Commission
on December 4, 1995 and incorporated herein by
reference).
99.1 Stockholder Agreement, dated as of November 29, 1995,
by and among the Registrant, the Purchaser and
Zell/Chilmark Fund, L.P. (previously filed as Exhibit
(c)(2) to the Registrant's Schedule 14D-1 filed with
the Commission on December 4, 1995 and incorporated
herein by reference).
99.2 Stock Option Agreement, dated as of November 29,
1995, by and among the Registrant, the Purchaser and
Revco (previously filed as Exhibit (c)(3) to the
Registrant's Schedule 14D-1 filed with the Commission
on December 4, 1995 and incorporated herein by
reference).
99.3 Text of Press Release issued by the Registrant and
Revco on November 30, 1995 (previously filed as
Exhibit (a)(7) to the Registrant's Schedule 14D-1
filed with the Commission on December 4, 1995 and
incorporated herein by reference).
