<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
RITE AID CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-1614034
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
30 HUNTER LANE
CAMP HILL, PENNSYLVANIA 17011
(717) 761-2633
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
FRANKLIN C. BROWN
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
30 HUNTER LANE
CAMP HILL, PENNSYLVANIA 17011
(717) 761-2633
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
ELLIOT S. GERSON JOHN T. GAFFNEY VINCENT PISANO ROBERT A.
RITE AID CORPORATION CRAVATH, SWAINE & SKADDEN, ARPS, PROFUSEK
30 HUNTER LANE MOORE SLATE, JONES, DAY,
CAMP HILL, 825 EIGHTH AVENUE MEAGHER & FLOM REAVIS & POGUE
PENNSYLVANIA 17011 NEW YORK, NEW YORK LLP 599 LEXINGTON
(717) 761-2633 10019-7475 919 THIRD AVENUE AVENUE
(212) 474-1000 NEW YORK, NEW NEW YORK, NEW
YORK 10022 YORK 10022
(212) 735-3000 (212) 326-3939
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The
securities being registered on this form are to be offered and sold from time
to time after the effective date of the Registration Statement by the selling
stockholder.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) (1) FEE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 6,904,764 $39 $269,285,796 $81,602
- -----------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee under
Rule 457(c) upon the basis of the high and low prices of shares of Common
Stock on the New York Stock Exchange Composite Tape on January 8, 1997.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated January 10, 1997
PROSPECTUS
RITE AID CORPORATION
6,904,764 SHARES
COMMON STOCK
-----------
This Prospectus relates to 6,904,764 shares (the "Shares") of Common Stock,
par value $1.00 per share ("Common Stock"), of Rite Aid Corporation ("Rite Aid"
or the "Company"), which may be offered by the selling stockholder named herein
(the "Selling Stockholder") from time to time. The Company will receive no part
of the proceeds from sales of the Shares offered hereby.
The Shares are listed on the New York Stock Exchange (the "NYSE") and the
Pacific Stock Exchange ("PSE") under the trading symbol "RAD." On January 9,
1997, the closing price of the Common Stock on the NYSE was $39 per share.
The Shares will be sold either directly by the Selling Stockholder or through
underwriters, brokers, dealers, or agents. At the time any particular offer of
Shares is made, if and to the extent required, the specific number of Shares
offered, the offering price, and the other terms of the offering, including the
names of any underwriters, brokers, dealers or agents involved in the offering
and the compensation, if any, of such underwriters, brokers, dealers or agents,
will be set forth in a supplement to this Prospectus (a "Prospectus
Supplement"). Any statement contained in this Prospectus will be deemed to be
modified or superseded by any inconsistent statement contained in any
Prospectus Supplement delivered herewith.
Unless this Prospectus is accompanied by a Prospectus Supplement stating
otherwise, offers and sales may be made pursuant to this Prospectus only in
ordinary broker's transactions made on the NYSE or PSE in transactions
involving ordinary and customary brokerage commissions.
The Company will bear all expenses incurred in connection with offers and
sales of the Shares pursuant to this Prospectus, except the Selling Stockholder
will pay any underwriting discounts and commissions, and transfer taxes
incurred in connection therewith.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is January , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York,
New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60606. Copies of such materials can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such material can
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005 and at the offices of the PSE, 301 Pine Street, San Francisco,
California 94109, on which exchanges the Company's Common Stock is listed. The
Commission maintains a Web site that contains reports, proxy statements and
other information filed electronically by the Company with the Commission
which can be accessed over the Internet at http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained
in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits thereto for further information
with respect to the Company and the Common Stock offered hereby. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to such copy
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference. The Registration Statement and the exhibits thereto may be
inspected without charge at the office of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may be
obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in and made a part of this Prospectus by reference: (i) the
Company's Annual Report on Form 10-K for the year ended March 2, 1996; (ii)
the Company's Quarterly Reports on Form 10-Q for the periods ended June 1,
1996, August 31, 1996 and November 30, 1996; and (iii) the Company's Current
Reports on Form 8-K dated April 29, 1996, December 12, 1996, December 16,
1996, December 17, 1996 and January 10, 1997.
All documents subsequently filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Shares made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
exhibits expressly incorporated in such documents by reference). Requests
should be directed to the Secretary, Rite Aid Corporation, 30 Hunter Lane,
Camp Hill, Pennsylvania 17011 (telephone: (717) 761-2633).
2
<PAGE>
THE COMPANY
The following summary of the business of the Company is qualified in its
entirety by and should be read together with the more detailed information and
financial statements incorporated by reference in this Prospectus. See
"Incorporation of Certain Documents by Reference."
The Company is one of the largest retail drugstore chains in the United
States. As of November 30, 1996, the Company operated 2,788 drugstores,
averaging within a range of approximately 7,200 to 11,000 square feet per
store in size, in 20 states and the District of Columbia and employed over
36,000 employees. Pharmacy service forms the core of the Company's business,
with prescriptions accounting for 56.8% of drugstore sales in the 39 week
period ended November 30, 1996. The Company's drugstores cater to convenience,
offering a full selection of health and personal care products, seasonal
merchandise and a large private label product line. Express mail with
complementary services and one-hour photo departments have recently been added
in select locations. The Company's Eagle Managed Care subsidiary markets
prescription plans and sells other managed health care services to large
employers and government-sponsored employee benefit programs.
On December 12, 1996, Rite Aid acquired Thrifty PayLess Holdings, Inc.
("Thrifty PayLess") pursuant to a merger of Thrifty PayLess into Rite Aid (the
"Thrifty PayLess Merger"). Pursuant to the Thrifty PayLess Merger, among other
things, each share of Thrifty PayLess Common Stock was converted into the
right to receive 0.65 share of Common Stock of Rite Aid, and Thrifty PayLess
was merged into Rite Aid. Thrifty PayLess is the largest drugstore chain in
the western United States. As of September 29, 1996, Thrifty PayLess operated
over 1,000 drugstores located in California, Oregon, Washington and eight
other western states. Thrifty PayLess' stores average approximately 17,500
square feet of selling space, and it has over 31,000 employees. Thrifty
PayLess' primary focus is the sale of prescription drugs, which represented
33% of Thrifty PayLess' total sales in its fiscal year ended September 29,
1996. Thrifty PayLess drugstores also offer a wide variety of non-pharmacy
merchandise, including health and beauty aids, cosmetics, photofinishing,
greeting cards, school and office supplies, seasonal merchandise, general
merchandise and consumable products such as snack food, candy, ice cream and
beverages, including liquor where permitted. Thrifty PayLess' Bi-Mart
Corporation subsidiary ("Bi-Mart") presently operates a chain of 45 Bi-Mart
membership discount stores, which the Company intends to divest.
On October 13, 1996, in connection with the announcement of the agreement
providing for the Thrifty PayLess Merger, Rite Aid also announced that it
plans to dispose of all of its 270 stores in Alabama, Florida, Georgia and
North and South Carolina (collectively, the "Southeast Dispositions"). The
Company has entered into an agreement to sell its approximately 200 stores in
North and South Carolina to Thrifty Drug, Inc.
In connection with the Thrifty PayLess Merger, the Company entered into a
new revolving credit facility (the "Credit Facility") with a syndicate of
commercial banks that provides for loans in an aggregate amount of up to $1.0
billion, which loan commitment was reduced to $500.0 million in January 1997.
The Credit Facility is a revolving credit facility that converts in December
1997 to a term loan that will mature in December 1998. The funds for the
repayment of Thrifty PayLess' outstanding obligations under its secured bank
facility (approximately $718.1 million aggregate principal amount at December
12, 1996), the conversion of outstanding Thrifty PayLess stock options into
cash upon consummation of the Thrifty PayLess Merger (approximately
$46.3 million) and the payment of certain fees and expenses relating to the
Thrifty PayLess Merger (estimated at $30.0 million) were provided through the
issuance of commercial paper. On December 20, 1996, Rite Aid issued in an
underwritten public offering $350.0 million of 6.70% Notes due 2001, $350.0
million of 7.125% Notes due 2007 and $300.0 million of 7.70% Debentures due
2027. The net proceeds of the sale of such debt securities were used to repay
commercial paper issued in connection with the Thrifty PayLess Merger and to
refinance other commercial paper previously issued by the Company.
As a result of the Thrifty PayLess Merger, the Company is obligated to offer
to repurchase all outstanding 12 1/4% Senior Subordinated Notes due 2004 of a
subsidiary of Thrifty PayLess acquired by the Company in the Thrifty PayLess
Merger (the "TPL Sub Debt") (approximately $195.0 million aggregate principal
amount) at 101% of the principal amount thereof (the "Event Risk Price").
However, prior to the announcement of the
3
<PAGE>
Thrifty PayLess Merger, the TPL Sub Debt traded at prices above the Event Risk
Price and since that announcement the TPL Sub Debt has generally traded at
higher levels. On December 23, 1996, a subsidiary of the Company made an offer
to purchase all outstanding TPL Sub Debt at a price to be determined by
reference to a fixed spread of 35 basis points over the yield of the 7% U.S.
Treasury Note due April 15, 1999, plus accrued and unpaid interest on the TPL
Sub Debt, less a consent payment of $5.00 per $1,000 principal amount of the
TPL Sub Debt. The purchase of the TPL Sub Debt is expected to result in an
all-in reduction of the Company's interest expense. In connection with such
offer, the Company's subsidiary is soliciting consents from the holders of the
TPL Sub Debt to amend the indenture pursuant to which the TPL Sub Debt was
issued, which amendments would eliminate substantially all of the covenants,
and certain events of default, under such indenture. The offer is subject to
receipt of the requisite consents from the holders of 66 2/3% of the TPL Sub
Debt, the necessary holders to effect the amendments, and certain other
conditions. Holders who tender their TPL Sub Debt on or prior to January 13,
1997 (or such later date as the requisite consents are received) will also
receive the consent payment. Unless extended, the offer will expire on January
22, 1997. There can be no assurance that the conditions to the offer will be
satisfied or that the terms of the offer will not be modified.
As soon as is reasonably practicable, Rite Aid expects to rename Thrifty
PayLess stores "Rite Aid" and integrate them with Rite Aid's operations and to
divest Bi-Mart. Rite Aid expects the elimination of duplicative overhead
expenses and the combined company's enhanced purchasing efficiencies to result
in annual cost savings of at least $65.0 million. Rite Aid also believes that
there are other cost-saving opportunities presented by the Thrifty PayLess
Merger (including lowering Thrifty PayLess' historical debt expense,
distribution costs and inventory shrinkage rate), as well as opportunities for
enhanced revenue growth from the increased scale of operations and geographic
diversity resulting from the Thrifty PayLess Merger. In addition, the
application of Rite Aid's systems and technology to Thrifty PayLess'
operations should result in greater efficiencies.
Rite Aid's strategy is to operate drugstores in large, fast-growing
metropolitan areas. Giving effect to the Thrifty PayLess Merger and the
Southeast Dispositions, Rite Aid is the largest drugstore operator in the
United States in terms of store count, operating in 26 states and the District
of Columbia. Of the 50 largest metropolitan statistical areas ("MSAs") in the
United States, Rite Aid operates in 25 and is the largest or second largest
drugstore operation in 21 of those MSAs.
The Company is a Delaware corporation with its principal executive offices
located at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. The telephone number
of Rite Aid at such offices is (717) 761-2633.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholder.
4
<PAGE>
SELLING STOCKHOLDER
The following table sets forth certain information as of the date of this
Prospectus with respect to shares of Common Stock owned by the Selling
Stockholder which are covered by this Prospectus. The number of Shares offered
pursuant to this Prospectus for the account of the Selling Stockholder equals
the total number of Shares owned by the Selling Stockholder as of the date of
this Prospectus.
<TABLE>
<CAPTION>
COMMON STOCK
OWNERSHIP
PRIOR TO THE
OFFERING(1)
--------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENTAGE
--------------------------- --------- ----------
<S> <C> <C>
Kmart Corporation(2)................................. 6,904,764 5.6%
</TABLE>
- --------
(1) Based on 122,762,287 shares of Common Stock outstanding on January 8,
1997, which includes shares of Common Stock issuable as a result of the
Thrifty PayLess Merger upon surrender of the certificates formerly
representing shares of Thrifty PayLess common stock.
(2) The address of Kmart Corporation is 3100 West Big Beaver Road, Troy,
Michigan 48084.
DESCRIPTION OF CAPITAL STOCK
The statements set forth under this heading with respect to Rite Aid's
Restated Certificate of Incorporation (the "Rite Aid Charter"), Rite Aid's By-
laws (the "Rite Aid By-laws") and the Delaware General Corporation Law (the
"DGCL"), are brief summaries thereof and do not purport to be complete. Such
statements are subject to the detailed provisions of the Rite Aid Charter, the
Rite Aid By-laws and the DGCL. See "Available Information."
Under the Rite Aid Charter, Rite Aid's authorized capital stock consists of
300,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock,
par value $1.00 per share ("Preferred Stock").
PREFERRED STOCK
No shares of Preferred Stock are issued or outstanding. The Board of
Directors of Rite Aid (the "Board") is authorized to issue Preferred Stock in
one or more series and to determine liquidation preferences, voting rights,
dividend rights, conversion rights and redemption rights thereof. The ability
of the Board to issue and set the terms of Preferred Stock could have the
effect of making it more difficult for a third person to acquire, or of
discouraging a third person from attempting to acquire, control of Rite Aid.
COMMON STOCK
There are 122,762,287 shares of Common Stock issued and outstanding as of
January 8, 1997, which includes shares of Common Stock issuable as a result of
the Thrifty PayLess Merger upon surrender of the certificates formerly
representing shares of Thrifty PayLess common stock. On such date, an
additional 6,532,169 shares of Common Stock were issued and held in the
treasury of Rite Aid, 5,953,266 shares were reserved for issuance pursuant to
the terms of Rite Aid's convertible debt and 6,267,463 shares of Common Stock
were reserved for issuance under Rite Aid's 1990 Omnibus Stock Incentive Plan.
The holders of Common Stock are entitled to receive ratably, from funds
legally available for the payment thereof, dividends when and as declared by
resolution of the Board, subject to any preferential dividend rights granted
to the holders of any outstanding Preferred Stock.
Each holder of Common Stock is entitled to one vote in respect of each share
of such stock. Holders of Common Stock do not have preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common Stock are
duly authorized, validly issued, fully paid and nonassessable.
5
<PAGE>
CHARTER PROVISIONS
The Rite Aid Charter specifies that the Board shall be divided into three
classes, as nearly equal in number as possible, and shall consist of not less
than three nor more than 15 directors elected for three year staggered terms.
The Rite Aid By-laws provide that the number of directors on the Board may be
fixed by the Board only, or if the number is not fixed, the number will be
seven. The number of directors may be increased or decreased by the Board
only. In the interim period between annual meetings of stockholders or of
special meetings of stockholders, vacancies and newly created directorships
may be filled by the Board. Any directors so elected will hold office until
the next election of the class to which such directors have been elected. The
Board currently consists of 11 directors.
The Rite Aid Charter requires that any mergers, consolidations, asset
dispositions and other transactions involving a beneficial owner of 10% or
more of the voting power of the then outstanding classes of stock entitled to
vote in the election of directors (the "Voting Stock") be approved, unless
certain conditions are satisfied, by the affirmative vote of the holders of
shares representing not less than 75% of the Voting Stock. These special
voting requirements do not apply if the transaction is approved by a majority
of the Continuing Directors (as defined below) or the consideration offered to
the stockholders of Rite Aid meets specified fair price standards (including
related procedural requirements as to the form of consideration and continued
payment of dividends). "Continuing Director" as defined in the Rite Aid
Charter means a member of the Board who was not affiliated with a Related
Person (as defined below) and was a member of the Board prior to the time that
the Related Person acquired the last shares of Common Stock entitling such
Related Person to exercise, in the aggregate, in excess of 10% of the total
voting power of all classes of Voting Stock, or any individual, corporation,
partnership, person or other entity ("Person") recommended to succeed a
Continuing Director by a majority of Continuing Directors. "Related Person" as
defined in the Rite Aid Charter means any Person, affiliate or associate of
such Person, which has beneficial ownership directly or indirectly of shares
of stock of Rite Aid entitling such Person to exercise more than 10% of the
total voting power of all classes of Voting Stock.
The Rite Aid Charter also provides that any corporate action either (i)
taken at a special meeting of stockholders called by the Board, a majority of
whose members are not Continuing Directors or (ii) approved by written consent
of stockholders, shall require the approval of not less than 75% of the then
outstanding Voting Stock.
CHANGE OF CONTROL
Section 203 of the DGCL prohibits generally a public Delaware corporation,
including Rite Aid, from engaging in a Business Combination (as defined below)
with an Interested Stockholder (as defined below) for a period of three years
after the date of the transaction in which an Interested Stockholder became
such, unless: (i) the board of directors of such corporation approved, prior
to the date such Interested Stockholder became such, either such Business
Combination or such transaction; (ii) upon consummation of such transaction,
such Interested Stockholder owns at least 85% of the voting shares of such
corporation (excluding specified shares); or (iii) such Business Combination
is approved by the board of directors of such corporation and authorized by
the affirmative vote (at an annual or special meeting and not by written
consent) of at least 66 2/3% of the outstanding voting shares of such
corporation (excluding shares held by such Interested Stockholder). A
"Business Combination" includes (i) mergers, consolidations and sales or other
dispositions of 10% or more of the assets of a corporation to or with an
Interested Stockholder, (ii) certain transactions resulting in the issuance or
transfer to an Interested Stockholder of any stock of such corporation or its
subsidiaries and (iii) certain other transactions resulting in a financial
benefit to an Interested Stockholder. An "Interested Stockholder" is a person
who owns (or, if such person is an affiliate or associate of the corporation,
within a three-year period did own) 15% or more of a corporation's stock
entitled to vote generally in the election of directors and, the affiliates
and associates of such person.
6
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholder or its pledgees, donees, transferees or other
successors in interest may offer Shares from time to time depending on market
conditions and other factors, in one or more transactions on the NYSE or other
national securities exchanges on which the Shares are traded, in the over-the-
counter market or otherwise, at market prices prevailing at the time of sale,
at negotiated prices or at fixed prices. The Shares may be offered in any
manner permitted by law, including through underwriters, brokers, dealers or
agents, and directly to one or more purchasers. Sales of Shares may involve
(i) sales to underwriters who will acquire Shares for their own account and
resell them in one or more transactions at fixed prices or at varying prices
determined at time of sale, (ii) block transactions in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction,
(iii) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account, (iv) an exchange distribution in accordance with
the rules of any such exchange, and (v) ordinary brokerage transactions and
transactions in which a broker solicits purchasers. Brokers and dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder and/or purchasers of Shares for whom
they may act as agent (which compensation may be in excess of customary
commissions). The Selling Stockholder and any broker or dealer that
participates in the distribution of Shares may be deemed to be underwriters
and any commissions received by them and any profit on the resale of Shares
positioned by a broker or dealer may be deemed to be underwriting discounts
and commissions under the Securities Act. In the event the Selling Stockholder
engages an underwriter in connection with the sale of the Shares, to the
extent required, a Prospectus Supplement will be distributed, which will set
forth the number of Shares being offered and the terms of the offering,
including the names of the underwriters, any discounts, commissions and other
items constituting compensation to underwriters, dealers or agents, the public
offering price and any discounts, commissions or concessions allowed or
reallowed or paid by underwriters to dealers.
In addition, the Selling Stockholder may from time to time sell Shares in
transactions under Rule 144 promulgated under the Securities Act.
Pursuant to the Stockholder Agreement, dated as of October 13, 1996, by and
between the Company and the Selling Stockholder (the "Stockholder Agreement"),
the Company will pay all registration expenses in connection with all
registrations of the Shares upon the written request of the Selling
Stockholder, and the Selling Stockholder will pay (i) any fees or
disbursements of counsel to the Selling Stockholder and (ii) all underwriting
discounts and commissions and transfer taxes, if any, and other fees, costs
and expenses of the Selling Stockholder relating to the sale or disposition of
the Selling Stockholder's Shares. The Selling Stockholder and the Company have
agreed to indemnify each other against certain civil liabilities, including
certain liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares offered
hereby have been passed upon for the Company by Elliot S. Gerson, Esq., Senior
Vice President and Assistant Chief Legal Counsel for the Company.
7
<PAGE>
EXPERTS
The consolidated financial statements and schedule of the Company and its
subsidiaries as of March 2, 1996 and March 4, 1995, and for each of the years
in the three-year period ended March 2, 1996, have been incorporated by
reference herein and in the registration statement in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP covering the
March 4, 1995 consolidated financial statements refers to a change in the
method of accounting for investments.
With respect to the unaudited interim financial information of the Company
and subsidiaries for the periods ended June 1, 1996, August 31, 1996 and
November 30, 1996, incorporated by reference herein, the independent certified
public accountants have reported that they applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate reports included in the Company's quarterly reports on
Form 10-Q for the quarters ended June 1, 1996, August 31, 1996 and November
30, 1996, and incorporated by reference herein, state that they did not audit
and they do not express an opinion on the interim financial information.
Accordingly, the degree of reliance on their reports on such information
should be restricted in light of the limited nature of the review procedures
applied. The accountants are not subject to the liability provisions of
Section 11 of the Securities Act for their report on the unaudited interim
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act.
The consolidated financial statements of Thrifty PayLess and subsidiaries as
of September 29, 1996 and October 1, 1995 and for each of the years in the
three-year period ended September 29, 1996, have been incorporated by
reference in this Prospectus in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
CERTAIN FORWARD-LOOKING STATEMENTS
This Prospectus (including the documents incorporated or deemed incorporated
by reference herein) contains certain forward-looking statements (as such term
is defined in the Private Securities Litigation Reform Act of 1995) and
information relating to the Company and Thrifty PayLess that are based on the
beliefs of the management of the Company as well as assumptions made by and
information currently available to the management of the Company. When used in
this Prospectus, the words "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to the Company, Thrifty
PayLess or the management of the Company, identify forward-looking statements.
Such statements, which include, without limitation, the matters set forth
herein under the caption "The Company," reflect the current views of the
Company with respect to future events, the outcome of which is subject to
certain risks, including among others (i) competition from other drugstore
chains, supermarkets, membership clubs and other retailers as well as third-
party plans and mail order providers, (ii) the continued efforts of third-
party payors to reduce prescription drug costs, and (iii) possible federal and
state health care reform initiatives to reduce governmental health costs. The
forward-looking statements referred to above are also subject to uncertainties
and assumptions relating to the operations and results of operations of the
Company following the Thrifty PayLess Merger, including the Company's ability
successfully to integrate the operations of the Company and Thrifty PayLess
(particularly in light of the different merchandising strategies and store
sizes and the geographic separation of the two chains) while continuing to
manage the day-to-day business of the combined company, pricing pressures,
shifts in market demand and general economic conditions, all of which are
factors that may affect the timing and realization of costs savings and other
synergistic benefits of the Thrifty PayLess Merger assumed by the Company.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results or outcomes may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended.
8
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CON-
STITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITA-
TION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 4
Selling Stockholder........................................................ 5
Description of Capital Stock............................................... 5
Plan of Distribution....................................................... 7
Legal Matters.............................................................. 7
Experts.................................................................... 8
Certain Forward-Looking Statements......................................... 8
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
6,904,764 SHARES
RITE AID CORPORATION
COMMON STOCK
----------------
PROSPECTUS
----------------
JANUARY , 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance and
distribution of the Common Stock covered by this Registration Statement, all
of which have been or will be paid by the Company, are as follows:
<TABLE>
<S> <C>
SEC registration fee............................................ $ 81,602
Accountants' fees and expenses.................................. 70,000
Attorneys' fees and expenses.................................... 25,000
Printing expenses............................................... 15,000
Miscellaneous................................................... 8,398
--------
Total......................................................... $200,000
========
</TABLE>
Except for the SEC registration fee, all expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify directors and officers as
well as other employees and individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation--a "derivative action"), if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. A similar
standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested director vote,
stockholder vote, agreement, or otherwise. Article Tenth of the Company's
Restated Certificate of Incorporation and Article VII of the Company's By-laws
provide for the indemnification of its directors and officers as authorized by
Section 145 of the Delaware General Corporation Law.
Article Tenth of the Company's Restated Certificate of Incorporation
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any breach of his
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions that are not in good faith or involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.
The directors and officers of the Company and its subsidiaries are insured
(subject to certain exceptions and deductions) against liabilities which they
may incur in their capacity as such including liabilities under the Securities
Act under liability insurance policies carried by the Company.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<C> <S>
1.1 --Form of Underwriting Agreement (an Underwriting Agreement relating to
the shares to be distributed and any Pricing Agreement thereto will be
filed as an exhibit to a current report on Form 8-K and incorporated
herein by reference).
4.1 --Restated Certificate of Incorporation of the Company, dated December
12, 1996 (filed herewith).
4.2 --By-laws of the Company (incorporated by reference to Exhibit 3(a) to
the Company's Registration Statement on Form S-1 filed April 26, 1968)
and Amendments to By-laws (incorporated by reference to Exhibit (3) to
the Company's Form 10-K filed May 29, 1983).
4.3 --Stockholder Agreement, dated as of October 13, 1996 between the Company
and Kmart Corporation (previously filed as Exhibit 2.3 to the Company's
Registration Statement (File No. 333-14759) dated October 23, 1996,
incorporated herein by reference).
5.1 --Opinion and consent of Elliot S. Gerson, Esq. (filed herewith).
15.1 --Letter of KPMG Peat Marwick LLP regarding unaudited interim financial
information (filed herewith).
23.1 --Consent of KPMG Peat Marwick LLP with respect to the Company (filed
herewith).
23.2 --Consent by KPMG Peat Marwick LLP with respect to Thrifty PayLess (filed
herewith).
23.3 --Consent of Elliot S. Gerson, Esq. (included in Exhibit 5.1 hereto).
24.1 --Powers of Attorney (filed herewith).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-2
<PAGE>
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Camp Hill, State of Pennsylvania, on January
10, 1997.
RITE AID CORPORATION
/s/ Martin L. Grass
By __________________________________
Martin L. Grass
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated on January 10, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Martin L. Grass Chairman of the Board and Chief
____________________________________ Executive Officer
Martin L. Grass
* President, Chief Operating Officer
____________________________________ and Director
Timothy J. Noonan
* Executive Vice President, Chief
____________________________________ Financial Officer and Chief
Frank M. Bergonzi Accounting Officer
* Executive Vice President, Chief
____________________________________ Legal Counsel and Director
Franklin C. Brown
* Director
____________________________________
Alex Grass
* Director
____________________________________
Nancy A. Lieberman
____________________________________ Director
Philip Neivert
* Director
____________________________________
Leonard N. Stern
Director
____________________________________
Leonard Green
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
____________________________________ Director
Henry Taub
____________________________________ Director
Preston Robert Tisch
____________________________________ Director
Gerald Tsai, Jr.
</TABLE>
- --------
* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named persons and contemporaneously filed herewith.
/s/ Martin L. Grass
------------------------------------------
Martin L. Grass
Attorney-in-fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1 --Form of Underwriting Agreement (an Underwriting Agreement relating
to the shares to be distributed and any Pricing Agreement thereto
will be filed as an exhibit to a current report on Form 8-K and
incorporated herein by reference).
4.1 --Restated Certificate of Incorporation of the Company, dated December
12, 1996 (filed herewith).
4.2 --By-laws of the Company (incorporated by reference to Exhibit 3(a) to
the Company's Registration Statement on Form S-1 filed April 26,
1968) and Amendments to By-laws (incorporated by reference to Exhibit
(3) to the Company's Form 10-K filed May 29, 1983).
4.3 --Stockholder Agreement, dated as of October 13, 1996 between Rite Aid
and Kmart Corporation (previously filed as Exhibit 2.3 to the
Company's Registration Statement (File No. 333-14759) dated October
23, 1996, incorporated herein by reference).
5.1 --Opinion and consent of Elliot S. Gerson, Esq. (filed herewith).
15.1 --Letter of KPMG Peat Marwick LLP regarding unaudited interim
financial information (filed herewith).
23.1 --Consent of KPMG Peat Marwick LLP with respect to the Company (filed
herewith).
23.2 --Consent by KPMG Peat Marwick LLP with respect to Thrifty PayLess
(filed herewith).
23.3 --Consent of Elliot S. Gerson (included in Exhibit 5.1 hereto).
24.1 --Powers of Attorney (filed herewith).
</TABLE>
<PAGE>
EXHIBIT 4.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
RITE AID CORPORATION
Rite Aid Corporation, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Rite Aid Corporation and the
corporation was originally incorporated under the same name. The original
Certificate of Incorporation of Rite Aid Corporation was filed April 15, 1968.
2. This Restated Certificate of Incorporation merely restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of the corporation, as amended or supplemented, and there is no
discrepancy between the provisions of the Certificate of Incorporation, as
amended, and this Restated Certificate of Incorporation.
3. This Restated Certificate of Incorporation has been duly adopted
by the Board of Directors of the corporation in accordance with the provisions
of Section 245 of the General Corporation Law of the State of Delaware.
4. The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated to read in its entirety as
follows:
FIRST: The name of this Corporation (hereinafter called the
"corporation") is RITE AID CORPORATION.
SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, County of New Castle; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "General Corporation Law"):
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue shall be three hundred twenty million
(320,000,000) shares of which three hundred million (300,000,000) shares shall
be Common Stock of the par value of $1.00 per share, and twenty million
(20,000,000) shares shall be Preferred Stock of the par value of $1.00 per
share.
<PAGE>
The designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions of each
class of stock are as follows:
A. The Preferred Stock may be issued in one or more series and may be
with such voting powers, full or limited, or without voting powers, and with
such designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as
shall be fixed by the Board of Directors pursuant to authority hereby expressly
granted to it, and as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors pursuant to authority expressly vested in it by these provisions.
B. Any Preferred Stock or series thereof may be made subject to
redemption at such time or times and at such price or prices as shall be stated
and expressed in the resolutions or resolutions providing for the issue of such
stock adopted by the Board of Directors as hereinabove provided.
C. The holders of Preferred Stock or of any series thereof shall be
entitled to receive dividends at such rates, on such conditions and at such
times as shall be stated and expressed in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such relation to, the
dividends payable on any other class or classes of stock, or cumulative or non-
cumulative as shall be so stated and expressed.
D. The holders of Preferred Stock or of any class or of any series
thereof, shall be entitled to such rights upon the dissolution of, or upon any
distribution of the assets of, the corporation as shall be stated and expressed
in the resolution or resolutions providing for the issue of such stock adopted
by the Board of Directors as hereinabove provided.
E. Any Preferred Stock of any class or of any series thereof may be
made convertible into, or exchangeable for, shares of any other class or classes
or of any other series of the same or of any other class or classes of stock of
the corporation, or shares of any class or series of stock of any other
corporation, at such price or prices or at such rates of exchange and with such
adjustments as shall be stated and expressed or provided for in the resolution
or resolutions providing for the issue of such stock adopted by the Board of
Directors as hereinabove provided.
F. Except as otherwise by statute or by the resolutions providing for
the issue of Preferred Stock specifically provided, the Preferred Stock and the
Common Stock shall each have the right and power to vote on all matters on which
a vote of stockholders is to be taken. Each holder of
2
<PAGE>
Preferred Stock and each holder of Common Stock of the corporation entitled to
vote shall have one vote for each share thereof held.
FIFTH: The name and the mailing address of the incorporator is as
follows: Lawrence P. Lavan, 61 Broadway, New York, New York 10006.
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the corporation, or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions of Section 291 of the General Corporation Law or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
corporation under the provisions of Section 279 of the General Corporation Law
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
stockholders or class of stockholders, of the corporation, as the case may be,
and also on the corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and stockholders, or any
class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs
of the corporation, including the election of the Chairman of the Board of
Directors, if any, the President, the Treasurer, the Secretary, and other
principal officers of the corporation, shall be vested in its Board of
Directors. The number of Directors of the corporation shall be fixed by
the By-Laws of the corporation and may be altered from time to time as
provided therein, but in no event shall the number of directors of the
corporation be less than three nor more than fifteen. A director shall be
elected to hold office until the
3
<PAGE>
expiration of the term for which such person is elected, and until such
person's successor shall be duly elected and qualified. The directors of
the corporation shall be divided into three classes, as nearly equal in
number as possible, designated Class I, Class II and Class III. The term
of office of the initial Class I directors shall expire at the annual
meeting of stockholders to be held in 1977; the term of office of the
initial Class II directors shall expire at the annual meeting of
stockholders to be held in 1978; and the term of office of the initial
Class III directors shall expire at the annual meeting of stockholders to
be held in 1979. At each annual meeting of stockholders commencing with
the annual meeting to be held in 1977 for the purpose of electing a class
of directors, persons shall be elected to hold office as such class of
directors for a period of three years and until the third succeeding annual
meeting of stockholders following the meeting at which they are elected.
When the number of directors is changed, any newly created directorships or
any decrease in directorships shall be so apportioned among the classes so
as to make all classes as nearly equal in number as possible. Any
vacancies created in the Board of Directors through increase in the number
of directors or otherwise, may be filled in accordance with the By-Laws of
the corporation and the applicable laws of the State of Delaware. Election
of directors need not be by written ballot.
2. The original By-Laws of the corporation shall be adopted by
the incorporator. Thereafter, the power to make, alter, or repeal the By-
Laws, and to adopt any new By-Law, except a By-Law classifying directors
for election for staggered terms, shall be vested in the Board of
Directors.
3. Whenever the corporation shall be authorized to issue more
than one class of stock, one or more of which is denied voting power, no
outstanding share of any class of stock which is denied voting power under
this Certificate of Incorporation shall entitle the holder thereof to
notice of, and the right to vote, at any meeting of stockholders except as
the provisions of paragraph (b)(2) of Section 242 of the General
Corporation Law and of Section 251, 252, and 253 of the General Corporation
Law shall otherwise require; provided, that no share of any such class
which is otherwise denied voting power shall entitle the holder thereof to
vote upon the increase or decrease in the number of authorized shares of
said class.
4. In lieu of taking any permissive or requisite action by vote
at a meeting of stockholders, any such vote and any such meeting may be
dispensed with if either all of the stockholders entitled to vote
4
<PAGE>
upon the action at any such meeting shall consent in writing to any such
corporate action being taken or if less then all of the stockholders
entitled to vote upon the action at any such meeting shall consent in
writing to any such corporate action being taken; provided, that any such
action taken upon less than the unanimous written consent of all
stockholders entitled to vote upon any such action shall be by the written
consent of the stockholders holding at least the minimum percentage of the
votes required to be cast to authorize any such action under the provisions
of the General Corporation Law or under the provisions of this Certificate
of Incorporation or the By-Laws as permitted by the provisions of the
General Corporation Law; and, provided, that prompt notice be given to all
stockholders entitled to vote on any such action or the taking of such
action without a meeting and by less than unanimous written consent.
NINTH: No contract or transaction between the corporation and one
or more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors or a committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:
(a) The material facts as to his interest and as to the contract
or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the
contract or transaction by a vote sufficient for such purpose without
counting the vote of the interested director or directors; or
(b) The material facts as to his interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.
5
<PAGE>
Interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.
TENTH:
A. Modification of Certain Liability of Directors.
A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. If the General Corporation Law is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law, as so amended. Any
repeal or modification of this Section A or B by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
B. Indemnification and Insurance.
(1) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he
or she or a person of whom he or she is the legal representative is or was
a director or officer of the corporation or is or was serving at the
request of the corporation as a director or officer of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director or
officer or in any other capacity while serving as a director or officer
shall be indemnified and held harmless by the corporation to the fullest
extent authorized by the General Corporation Law as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide
prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred
or suffered by such person
6
<PAGE>
in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that except as provided in paragraph (2)
of this Section B with respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was authorized by
the Board of Directors of the corporation. The right to indemnification
conferred in this Section B shall be a contract right and shall include the
right to be paid by the corporation the expenses incurred in defending any
such proceeding in advance of its final disposition; provided, however,
that if the General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to any employee benefit plan) in advance of the final disposition
of a proceeding, shall be made only upon delivery to the corporation of an
undertaking by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section B or
otherwise.
(2) Right of Claimant to Bring Suit. If a claim under paragraph (1)
of this Section B is not paid in full by the corporation within the thirty
days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
corporation) that the claimant has not met the standards of conduct which
make it permissible under the General Corporation Law for the corporation
to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel or
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law, nor an actual determination by
the corporation (including its Board of Directors, independent legal
counsel or stockholders) that the claimant has not met such
7
<PAGE>
applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of
conduct.
(3) Non Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section B shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of this Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.
(4) Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law.
ELEVENTH: From time to time any of the provisions of this Certificate
of Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said law, and all
rights at any time conferred upon the stockholders of the corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.
TWELFTH: A. As used in this Article TWELFTH:
(1) "Affiliate" and "Associate" shall be determined pursuant to Rule
12b-2 (or any successor rule) of the General Rules and Regulations under the
Securities Exchange Act of 1934;
(2) "Beneficial Ownership" shall be determined pursuant to Rule 13d-3
(or any successor rule) of the General Rules and Regulations under the
Securities Exchange Act of 1934 and shall include:
(i) shares of stock which a Person has the right to acquire, hold or
vote pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants, options or otherwise; and
(ii) shares of stock which are beneficially owned, directly or
indirectly (including shares deemed owned through application of the
foregoing clause (i)), by any Person (a) with which it or its Affiliate or
Associate has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of shares of
8
<PAGE>
stock of the corporation or (b) which is its Affiliate or Associate;
(3) "Business Combination" shall include:
(i) any merger or consolidation of the corporation with or into any
other Related Person;
(ii) the sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Related Person of any assets of the corporation or any subsidiary thereof
having an aggregate fair market value of $15,000,000 or more;
(iii) the issuance or transfer by the corporation or any subsidiary
thereof (in one transaction or a series of transactions) of any securities
of the corporation or any subsidiary thereof to any Related Person in
exchange for cash, securities or other property (or a combination thereof)
having an aggregate fair market value of $15,000,000 or more;
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of any Related
Person; or
(v) any reclassification or recapitalization of securities of the
corporation if the effect, directly or indirectly, of such transaction is
to increase the relative voting power of any Related Person;
(4) "Continuing Director" shall mean a member of the Board of
Directors of the corporation who was not affiliated with the Related Person and
was a member of the Board of Directors prior to the time that the Related Person
acquired the last shares of stock of the corporation entitling such Related
Person to exercise, in the aggregate, in excess of ten percent (10%) of the
total voting power of all classes of stock of the corporation entitled to vote
in elections of directors, or a Person recommended to succeed a Continuing
Director by a majority of Continuing Directors;
(5) "Person" shall include any individual, corporation, partnership,
person or other entity; and
(6) "Related Person" shall mean any Person, together with any
Affiliate or Associate of such Person, which has Beneficial Ownership, directly
or indirectly, of shares of stock of the corporation entitling such Person to
exercise more than ten percent (10%) of the total voting power of all classes of
stock of the corporation entitled to vote in elections of directors, considered
for the purposes of this Article TWELFTH as one class, together with the
successors and assigns of any such Person in any transaction or series of
transactions not involving
9
<PAGE>
a public offering of the corporation's stock within the meaning of the
Securities Act of 1933.
B. Unless the conditions set forth in subparagraphs (1) or (2) of
this paragraph B are satisfied, the affirmative vote of not less than seventy-
five percent (75%) of the outstanding shares of stock of the corporation
entitled to vote in elections of directors, considered for the purposes of this
Article TWELFTH as one class, shall be required for the adoption or
authorization of a Business Combination with any Related Person. Such
affirmative vote shall be required notwithstanding the fact that no vote, or a
lesser percentage, may be required by law or in any agreement with any national
securities exchange or otherwise, but such vote shall not be applicable if:
(1) The definitive agreement or other arrangements to effectuate a
Business Combination with a Related Person are approved by a majority of the
Continuing Directors; such determination shall be made by a majority of the
Continuing Directors even if such majority does not constitute a quorum of the
members of the Board of Directors then in office; or
(2) All of the following conditions are satisfied:
(i) The cash and fair market value of the property, securities or
other consideration (including, without limitation, stock of the
corporation retained by its existing public stockholders in the event of a
Business Combination in which the corporation is the surviving corporation)
to be received per share by the holders of each class or series of stock of
the corporation in a Business Combination with a Related Person is not less
than the highest per share price (including brokerage commissions and/or
soliciting dealers' fees) paid by such Related Person in acquiring any
shares of such class or series, respectively;
(ii) The consideration to be received by holders of a particular class
of securities shall be in cash or in the same form as the Related Person
has previously paid for shares of such class of stock. If the Related
Person has paid for shares of any class of stock with varying forms of
consideration, the form of consideration for such class of stock shall be
either cash or the form used to acquire the largest number of shares of
such class of stock previously acquired by it;
(iii) After a Person has become a Related Person and prior to the
consummation of a Business Combination, except as approved by a majority of
the Continuing Directors, there shall have been no reduction in the annual
rate of dividends paid on shares of stock of the corporation (except as
necessary to reflect any subdivision of such shares);
10
<PAGE>
(iv) The Related Person shall not have (a) received the benefit,
directly or indirectly (except proportionately as a stockholder), of any
loans, advances, guarantees, pledges or other financial assistance or tax
credits provided by the corporation, or (b) made any major change in the
corporation's business or equity capital structure without the approval of
a majority of the Continuing Directors, in either case prior to the
consummation of the Business Combination; and
(v) A proxy statement complying with the requirements of the
Securities Exchange Act of 1934 shall be mailed to public stockholders of
the corporation for the purpose of soliciting stockholder approval of the
Business Combination and shall contain at the front thereof, in a prominent
place, any recommendations as to the advisability (or inadvisability) of
the Business Combination which the Continuing Directors, or any of them,
may choose to state and, if deemed advisable by a majority of the
Continuing Directors, an opinion of a reputable investment banking firm as
to the fairness (or not) of the terms of such Business Combination, from
the point of view of the remaining public stockholders of the corporation
(such investment banking firm to be selected by a majority of the
Continuing Directors and to be paid a reasonable fee for their services by
the corporation upon receipt of such opinion).
The provisions of this Article TWELFTH shall also apply to a Business
Combination with any Person which at any time has been a Related Person,
notwithstanding the fact that such Person is no longer a Related Person, if, at
the time the definitive agreement or other arrangements relating to a Business
Combination with such Person was entered into, it was a Related Person or if, as
of the record date for the determination of stockholders entitled to notice of
and to vote on the Business Combination, such Person is an Affiliate of the
corporation.
C. A majority of the Continuing Directors shall have the power and
duty, consistent with their fiduciary obligations, to determine for the purposes
of this Article TWELFTH, on the basis of information known to them,
(1) whether any Person is a Related Person;
(2) whether any Person is an Affiliate or Associate of another;
(3) whether any Person has an agreement, arrangement, or understanding
with another; or
(4) the fair market value of property, securities or other
consideration (other than cash) to be received by holders of shares of stock of
the corporation.
11
<PAGE>
The good faith determination of a majority of the Continuing Directors on
such matters shall be binding and conclusive for purposes of this Article
TWELFTH.
D. Any corporation action which may be taken by the written consent
of stockholders entitled to vote upon such action pursuant to Article EIGHTH
Section 4 of this Certificate of Incorporation or pursuant to the General
Corporation Law shall be only by the written consent of holders of not less than
seventy-five percent (75%) of the shares of stock of the corporation entitled to
vote thereon, notwithstanding the fact that a lesser percentage may be required
by law or otherwise.
E. Any corporate action which may be taken at a special meeting of
stockholders called by the Board of Directors, a majority of which Board are not
Continuing Directors, shall be only by the affirmative vote of the holders of
not less than seventy-five percent (75%) of the outstanding shares of stock of
the corporation entitled to vote in elections of directors, considered for
purposes of this Article TWELFTH as one class, notwithstanding the fact that a
lesser percentage may be required by law or otherwise.
F. Notwithstanding any other provision contained in this Certificate
of Incorporation, any action by stockholders to amend this Certificate of
Incorporation or the By-Laws of the corporation shall be made at a meeting of
the stockholders called for that purpose and not by written consent.
G. No amendments to this Certificate of Incorporation of the
corporation shall amend, alter, change or repeal any of the provisions of this
Article TWELFTH, unless the amendment effecting such amendment, alteration,
change or repeal shall receive the affirmative vote of not less than seventy-
five percent (75%) of the shares of stock of the corporation entitled to vote in
elections of directors, considered for the purposes of this Article TWELFTH as
one class; provided that this paragraph G shall not apply to, and such seventy-
five percent (75%) vote shall not be required for, any amendment, alteration,
change or repeal recommended to the stockholders by a majority of the Continuing
Directors.
H. Nothing contained in this Article TWELFTH shall be construed to
relieve the Board of Directors or any Related Person from any fiduciary
obligation imposed by law.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
been signed by Elliot S. Gerson, its authorized officer, this 12th day of
December, 1996.
By: /s/ Elliot S. Gerson
---------------------------------------
Title: Senior Vice President
------------------------------------
12
<PAGE>
EXHIBIT 5.1
-----------
[Letterhead of Rite Aid Corporation Appears Here]
December 30, 1996
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
Re: REGISTRATION OF 6,904,764 SHARES OF COMMON STOCK,
PAR VALUE $1.00 PER SHARE, OF RITE AID CORPORATION
Ladies and Gentlemen:
I am the Senior Vice President and Assistant Chief Legal Counsel of Rite Aid
Corporation, a Delaware corporation (the "Company"), and have acted as counsel
to the Company in connection with the offering by a certain stockholder of the
Company (the "Selling Stockholder") of up to 6,904,764 shares (the "Shares") of
Common Stock, par value $1.00 per share (the "Common Stock") of the Company.
I have examined such documents, records, and matters of law as I have deemed
necessary for purposes of this opinion. Based on such examination and on the
assumptions set forth below, I am of the opinion that the Shares are duly
authorized, validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, I have relied as to certain factual
matters upon certificates of officers of the Company and public officials, and I
have not independently checked or verified the accuracy of the statements
contained therein. In addition, my examination of matters of law has been
limited to the General Corporation Law of the State of Delaware and the federal
laws of the United States of America, in each case as in effect on the date
hereof.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company to effect registration of the Shares under the Securities Act of 1933,
as amended, and to the reference to me under the caption "Legal Matters" in the
Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Elliot S. Gerson
Elliot S. Gerson, Esq.
Senior Vice President and
Assistant Chief Legal Counsel
<PAGE>
EXHIBIT 15.1
------------
Rite Aid Corporation
Camp Hill, Pennsylvania
Gentlemen:
Re: Registration Statement No. 333-
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our reports dated July 12, 1996, October 4,
1996, and January 7, 1997 related to our reviews of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are
not considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
January 10, 1997
<PAGE>
EXHIBIT 23.1
------------
Consent of Independent Certified Public Accountants
The Board of Directors
Rite Aid Corporation
We consent to the use of our audit reports dated April 24, 1996 on the
consolidated financial statements and schedule of Rite Aid Corporation and
subsidiaries as of March 2, 1996 and March 4, 1995 and for each of the years in
the three-year period then ended incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our reports
refer to a change in the method of accounting for investments in fiscal year
1995.
/s/ KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
January 10, 1997
<PAGE>
EXHIBIT 23.2
------------
Accountants' Consent
The Board of Directors
Rite Aid Corporation
Camp Hill, Pennsylvania
We consent to the use of our audit report on Thrifty PayLess Holdings, Inc.
incorporated herein by reference and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
January 10, 1997
<PAGE>
EXHIBIT 24.1
------------
POWER OF ATTORNEY
By signing below, the undersigned hereby constitute and appoint Martin L.
Grass, Franklin C. Brown and Elliot S. Gerson, or any of them, my true and
lawful attorneys and agents, with full power of substitution and resubstitution,
to do any and all acts and things and to execute any and all instruments in my
name and behalf in my capacities as director and/or officer of Rite Aid
Corporation, a Delaware corporation (the "Company"), which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations or requirements of the Securities
and Exchange Commission in respect thereof, in connection with a Registration
Statement on Form S-3 of the Company under the Securities Act for the purpose of
registering pursuant to the Securities Act shares of Common Stock, par value
$1.00 per share of the Company, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for the
undersigned, in my name and behalf in my capacities as director and/or officer
of the Company (whether individually or on behalf of the Company), such
Registration Statement and any and all amendments and supplements thereto
(including any post-effective amendment thereto), and to file the same, with all
exhibits thereto and other instruments or documents in connection therewith,
with the Securities and Exchange Commission, and the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any of them, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of December 26,
1996.
<TABLE>
<S> <C> <C>
/s/ Martin L. Grass
- ------------------------------- ------------------------------- -------------------------------
Martin L. Grass Preston Robert Tisch Gerald Tsai, Jr.
/s/ Timothy J. Noonan /s/ Alex Grass
- ------------------------------- ------------------------------- -------------------------------
Timothy J. Noonan Philip Neivert Alex Grass
/s/ Franklin C. Brown /s/ Nancy A. Lieberman
- ------------------------------- ------------------------------- -------------------------------
Franklin C. Brown Henry Taub Nancy A. Lieberman
/s/ Leonard N. Stern /s/ Frank M. Bergonzi
- ------------------------------- -------------------------------
Leonard N. Stern Frank M. Bergonzi
</TABLE>
