<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1997
REGISTRATION NO. 333-
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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 EDMUND M. KAUFMAN ROBERT A. PROFUSEK
RITE AID CORPORATION IRELL & MANELLA LLP JONES, DAY, REAVIS &
30 HUNTER LANE 333 SOUTH HOPE STREET POGUE
CAMP HILL, PENNSYLVANIA LOS ANGELES, CALIFORNIA 599 LEXINGTON AVENUE
17011 90071 NEW YORK, NEW YORK 10022
(717) 761-2633 (213) 620-1555 (212) 326-3939
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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
stockholders.
----------------
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
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<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
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<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 9,344,571 $39.19 $366,213,738 $110,974
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</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 29, 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.
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<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 February 5, 1997
PROSPECTUS
RITE AID CORPORATION
9,344,571 SHARES
COMMON STOCK
-----------
This Prospectus relates to 9,344,571 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 stockholders named
herein (the "Selling Stockholders") from time to time. The Company will receive
no part of the proceeds from sales of the Shares offered hereby.
The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
the Pacific Stock Exchange ("PSE") under the trading symbol "RAD." On February
4, 1997, the closing price of the Common Stock on the NYSE was $40.50 per
share.
The Shares will be sold either directly by the Selling Stockholders 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
Stockholders 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 February , 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, January 10, 1997 and January 16, 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.
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 Stockholders.
3
<PAGE>
SELLING STOCKHOLDERS
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
Stockholders which are covered by this Prospectus. The number of Shares
offered pursuant to this Prospectus for the account of each of the Selling
Stockholders equals the total number of Shares owned by each of the Selling
Stockholders as of the date of this Prospectus.
<TABLE>
<CAPTION>
COMMON STOCK
OWNERSHIP
PRIOR TO THE
OFFERING(2)
--------------------
NAMES OF SELLING STOCKHOLDERS(1) NUMBER PERCENTAGE
-------------------------------- --------- ----------
<S> <C> <C>
American Manufacturers Mutual Insurance Company..... 42,416 *
American Motorists Insurance Company................ 56,555 *
BankAmerica Capital Corporation..................... 791,772 *
BT Investment Partners.............................. 176,735 *
Chemical Investments, Inc. ......................... 176,735 *
Citicorp North America, Inc. ....................... 883,674 *
Jackson W. Goodall.................................. 40,848 *
Kemper Reinsurance Company.......................... 56,555 *
Landmark Equity Partners III, L.P. ................. 1,060,409 *
Landmark Equity Partners IV, L.P. .................. 56,555 *
Leonard Green & Associates, L.P.(3)................. 1,842,381 1.5%
Lumbermens Mutual Casualty Company.................. 141,388 *
Merchant Banking L.P. No. IV........................ 12,269 *
Merrill Lynch LP Holdings, Inc. .................... 93,772 *
Midland Montague Private Equity Inc................. 353,470 *
O&M Investment Partners............................. 42,014 *
Pruco Life Insurance Company........................ 70,694 *
Prudential Insurance Company of America............. 1,272,491 1.0%
Prudential Reinsurance Company...................... 70,694 *
Robert Fleming Nominees Limited..................... 53,020 *
South Ferry #2, L.P. ............................... 106,041 *
The Nippon Credit Bank, Ltd. ....................... 176,735 *
UBS Capital LLC..................................... 883,674 *
Wells Fargo & Company............................... 883,674 *
---------
Total........................................... 9,344,571
=========
</TABLE>
- --------
* Less than 1%.
(1) Includes any distributees, pledgees, donees, transferees or other
successors in interest of any Selling Stockholders. Information concerning
the identity of any such persons and their sales of shares of Common Stock
will be set forth in an amendment or supplement to this Prospectus. See
"PLAN OF DISTRIBUTION."
(2) Based on 122,783,236 shares of Common Stock outstanding on January 31,
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.
(3) Leonard I. Green, who became a member of the Board of Directors of the
Company on January 8, 1997 controls an entity which is a general partner
of Leonard Green & Associates, L.P.
4
<PAGE>
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 122,783,236 shares of Common Stock issued and outstanding as of
January 31, 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 6,246,514 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.
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 12 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
5
<PAGE>
(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 Stockholders or their respective distributees, 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
Stockholders and/or purchasers of Shares for whom they may act as agent (which
compensation may be in excess of customary commissions). The Selling
Stockholders 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 any 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.
Pursuant to the Stockholder Agreement, dated as of October 13, 1996 (the
"Stockholder Agreement"), by and between the Company and Green Equity
Investors, L.P. ("GEI") the Company will pay all registration expenses in
connection with all registrations of the Shares upon the written request of
GEI, and GEI will pay (i) any fees or disbursements of the counsel to the
Selling Stockholders in connection with the registration of their Shares and
(ii) all underwriting discounts and commissions and transfer taxes, if any,
and other fees, costs and expenses of the Selling Stockholders relating to the
sale or disposition of the Selling Stockholders' Shares. GEI and the Company
have agreed to indemnify each other against certain civil liabilities,
including certain liabilities under the Securities Act. GEI has advised the
Company that it anticipates that each Selling Stockholder will pay or
reimburse GEI for those fees, costs, expenses and indemnifications for which
GEI is responsible under the Stockholder Agreement, as described in the
preceding two sentences, and which relate to such Selling Stockholder's
Shares.
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............................................................ 3
Selling Stockholders....................................................... 4
Description of Capital Stock............................................... 5
Plan of Distribution....................................................... 7
Legal Matters.............................................................. 7
Experts.................................................................... 8
Certain Forward-Looking Statements......................................... 8
</TABLE>
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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9,344,571 SHARES
RITE AID CORPORATION
COMMON STOCK
----------------
PROSPECTUS
----------------
FEBRUARY , 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............................................ $110,974
Accountants' fees and expenses.................................. 35,000
Attorneys' fees and expenses.................................... 25,000
Printing expenses............................................... 15,000
Miscellaneous................................................... 14,026
--------
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 (any underwriting agreement entered into
with respect to any of the Shares will be filed as an exhibit to a
current report on Form 8-K and will be deemed incorporated herein by
reference).
4.1 --Restated Certificate of Incorporation of the Company, dated December
12, 1996 (incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement (File No. 333-19553)).
4.2 --By-laws of the Company (incorporated herein 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 herein 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 Green Equity Investors, L.P. (incorporated herein by reference to
Exhibit 2.2 to the Company's Registration Statement (File No. 333-
14759)).
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 February
4, 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 February 4, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Martin L. Grass Chairman of the Board and Chief
____________________________________ Executive Officer
Martin L. Grass
/s/ Timothy J. Noonan President, Chief Operating Officer
____________________________________ and Director
Timothy J. Noonan
/s/ Frank M. Bergonzi Executive Vice President, Chief
____________________________________ Financial Officer and Chief
Frank M. Bergonzi Accounting Officer
/s/ Franklin C. Brown Executive Vice President, Chief
____________________________________ Legal Counsel and Director
Franklin C. Brown
/s/ Alex Grass Director
____________________________________
Alex Grass
/s/ Leonard Green Director
____________________________________
Leonard Green
/s/ Nancy A. Lieberman Director
____________________________________
Nancy A. Lieberman
____________________________________ Director
Philip Neivert
/s/ Leonard N. Stern Director
____________________________________
Leonard N. Stern
Director
____________________________________
William J. Bratton
</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 (any underwriting agreement entered
into with respect to any of the Shares will be filed as an exhibit to
a current report on Form 8-K and will be deemed incorporated herein
by reference).
4.1 --Restated Certificate of Incorporation of the Company, dated December
12, 1996 (incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement (File No. 333-19553)).
4.2 --By-laws of the Company (incorporated herein 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 herein 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 Green Equity Investors, L.P. (incorporated herein by
reference to Exhibit 2.2 to the Company's Registration Statement
(File No. 333-14759)).
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 5.1
-----------
[Letterhead of Rite Aid Corporation Appears Here]
February 3, 1997
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
Re: REGISTRATION OF 9,344,571 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 certain stockholders of the
Company (the "Selling Stockholders") of up to 9,344,571 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
February 4, 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
February 4, 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
February 4, 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 February 3,
1997.
<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 /s/ Leonard N. Green
- ------------------------------- ------------------------------- -------------------------------
Leonard N. Stern Frank M. Bergonzi Leonard N. Green
- -------------------------------
William J. Bratton
</TABLE>
