SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 26, 2000
(Date of earliest event reported)
RITE AID CORPORATION.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-5742 23-1614034
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
(Address of Principal Offices, including zip code)
(717) 761-2633
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
RECEIPT OF CONSENTS
The company issued a press release on January 26, 2000 announcing its
receipt of certain consents from the holders of its public debt. The press
release and related supplemental indentures are attached hereto as exhibits
and incorporated herein by reference.
ITEM 7. EXHIBITS
4.1 Supplemental Indenture, dated as of February 3, 2000, between Rite
Aid Corporation and U.S. Bank Trust National Association as successor to
Morgan Guaranty Trust Company of New York, to the Indenture dated August 1,
1993 between Rite Aid Corporation and Morgan Guaranty Trust Company of New
York.
4.2 Supplemental Indenture, dated as of February 3, 2000, between Rite
Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated
September 10, 1997, between Rite Aid Corporation and Harris Trust and
Savings Bank.
4.3 Supplemental Indenture, dated as of February 3, 2000, between Rite
Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated
September 22, 1998, between Rite Aid Corporation and Harris Trust and
Savings Bank.
4.4 Supplemental Indenture, dated as of February 3, 2000, between Rite
Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated
December 21, 1998, between Rite Aid Corporation and Harris Trust and
Savings Bank.
99.1 Press Release, dated January 26, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RITE AID CORPORATION
Dated: February 3, 2000 By: /s/ Elliot S. Gerson
-------------------------------------
Name: Elliot S. Gerson
Title: Senior Executive Vice President
and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid
Corporation and U.S. Bank Trust National Association as successor
to Morgan Guaranty Trust Company of New York, to the Indenture
dated August 1, 1993 between Rite Aid Corporation and Morgan
Guaranty Trust Company of New York.
4.2 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid
Corporation and Harris Trust and Savings Bank, to the Indenture
dated September 10, 1997, between Rite Aid Corporation and Harris
Trust and Savings Bank.
4.3 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid
Corporation and Harris Trust and Savings Bank, to the Indenture
dated September 22, 1998, between Rite Aid Corporation and Harris
Trust and Savings Bank.
4.4 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid
Corporation and Harris Trust and Savings Bank, to the Indenture
dated December 21, 1998, between Rite Aid Corporation and Harris
Trust and Savings Bank.
99.1 Press Release, dated January 26, 2000.
EXHIBIT 4.1
======================================================================
RITE AID CORPORATION
and
U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee
------------------
SUPPLEMENTAL INDENTURE
Dated as of February 3, 2000
------------------
To
The Indenture Dated as of August 1, 1993
Between Rite Aid Corporation
and
Morgan Guaranty Trust Company of New York, as Trustee,
Relating to 6.70% Notes due 2001, 7.125% Notes due 2007,
7.70% Notes due 2027, 7.625% Senior Notes due 2005
and 6.875% Senior Debentures due 2013
======================================================================
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is
dated as of February 3, 2000, between Rite Aid Corporation, a Delaware
corporation (the "Company"), and U.S. Bank Trust National Association, a
national banking association (the "Trustee"), as successor to Morgan
Guaranty Trust Company of New York, a New York corporation ("Morgan
Guaranty").
WHEREAS, the Company has issued its 6.70% Notes due 2001, 7.125%
Notes due 2007, 7.70% Notes due 2027, 7.625% Senior Notes due 2005
and 6.875% Senior Debentures due 2013 (collectively, the "Notes"), pursuant
to an Indenture between the Company and Morgan Guaranty, dated as of August
1, 1993 (the "Indenture"); and
WHEREAS, Section 9.2 of the Indenture provides that, with the
required consent of the Holders, the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may amend certain
provisions of the Indenture and enter into a supplemental indenture to
evidence such amendment; and
WHEREAS, on January 7, 2000, the Executive Committee of the Board
of Directors of the Company authorized and approved the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, as required by Section 9.2 of the Indenture, the Company
has received the required consent from the Holders to the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, Section 9.4 of the Indenture provides, among other
things, that a supplemental indenture shall form a part of the Indenture
for all purposes and that all the Holders shall be bound thereby.
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1. Amendments to the Indenture.
(a) Section 7.4 of the Indenture is hereby amended and
restated in its entirety as follows:
The Company shall:
(1) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it
shall file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations; provided, however,
that the Company shall file copies of the Quarterly Report on Form
10-Q for the fiscal quarter ended November 27, 1999 and the Annual
Report on Form 10-K of the fiscal year ended February 26, 2000 with
the Trustee within 15 days of the date such reports are actually
filed with the Commission, such filings with the Commission to occur
no later than July 11, 2000;
(2) file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions
and covenants of this Indenture as may be required from time to time
by such rules and regulations; and
(3) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the
filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules
and regulations prescribed from time to time by the Commission;
provided, however, that the Company shall mail to Holders summaries
of the Quarterly Report on Form 10-Q for the fiscal quarter ended
November 27, 1999 and the Annual Report on Form 10-K for the fiscal
year ended February 26, 2000 within 30 days of the date such reports
are actually filed with the Trustee, such filings with the Trustee to
occur no later than July 26, 2000.
Section 2. Effect of Supplemental Indenture. Upon the
execution and delivery of this Supplemental Indenture by the Company and
the Trustee, the Indenture shall be supplemented in accordance herewith,
and this Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
Section 3. Indenture Remains in Full Force and Effect. Except
as supplemented hereby, all provisions in the Indenture shall remain in
full force and effect.
Section 4. Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this
Supplemental Indenture shall henceforth be read and construed together.
Section 5. Conflict with Trust Indenture Act. If any provision
of this Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act of 1939, as amended (the "TIA") that
is required under the TIA to be part of and govern any provision of this
Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the provision of
the TIA shall be deemed to apply to the Indenture as so modified or to be
excluded by this Supplemental Indenture, as the case may be.
Section 6. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
Section 7. Terms Defined in the Indenture. All capitalized
terms not otherwise defined herein shall have the meanings ascribed to
them in the Indenture.
Section 8. Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.
Section 9. Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 10. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.
Section 11. Certain Duties and Responsibilities of the
Trustee. In entering into this Supplemental Indenture, the Trustee shall
be entitled to the benefit of every provision of the Indenture relating to
the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.
Section 12. Governing Law. This Supplemental Agreement shall
be construed and interpreted in accordance with the laws of the State of
New York, without regard to conflicts of law principles.
Section 13. Counterpart Originals. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
and year first above written.
RITE AID CORPORATION
(SEAL)
By: /s/ David Jessick
----------------------------------------
Name: David Jessick
Title: Senior Executive Vice-President
Attest:
By: /s/ Elliot S. Gerson
---------------------------
Name: Elliot S. Gerson
Title: Senior Executive
Vice-President
and Secretary
U.S. BANK TRUST NATIONAL ASSOCIATION
(SEAL)
By: /s/ Patrick J. Healy
------------------------------------
Name: Patrick J. Healy
Title: Assistant Vice-President
Attest:
By: /s/ Glenn W. Anderson
---------------------------
Name: Glenn W. Anderson
Title: Vice-President
EXHIBIT 4.2
==============================================================================
RITE AID CORPORATION
and
HARRIS TRUST AND SAVINGS BANK
as Trustee
----------------
SUPPLEMENTAL INDENTURE
Dated as of February 3, 2000
----------------
To
The Indenture Dated as of September 10, 1997
Between Rite Aid Corporation
and
Harris Trust and Savings Bank, as Trustee,
Relating to $650 Million Aggregate Principal Amount at Maturity
of 5.25% Convertible Subordinated Notes due 2002
=============================================================================
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is
dated as of February 3, 2000, between Rite Aid Corporation, a Delaware
corporation (the "Company"), and Harris Trust and Savings Bank, an
Illinois banking corporation, as trustee (the "Trustee").
WHEREAS, the Company has issued its 5.25% Convertible
Subordinated Notes Due 2002 (the "Notes"), in the aggregate principal
amount of $650,000,000, pursuant to an Indenture between the Company and
the Trustee dated as of September 10, 1997 (the "Indenture"); and
WHEREAS, Section 9.02 of the Indenture provides that, with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities, the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may amend certain
provisions of the Indenture and enter into a supplemental indenture to
evidence such amendment; and
WHEREAS, on January 7, 2000, the Executive Committee of the
Board of Directors of the Company authorized and approved the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, the Company has received consents from the Holders
representing at least a majority in aggregate principal amount of the
Outstanding Securities to the substance of certain amendments to the
Indenture as set forth herein; and
WHEREAS, Section 9.04 of the Indenture provides, among other
things, that a supplemental indenture shall form a part of the Indenture
for all purposes and that all the Holders shall be bound thereby.
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1. Amendments to the Indenture.
(a) Section 7.03(a) of the Indenture is hereby amended and
restated in its entirety as follows:
The Company shall file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the
Company is required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act; provided, however, that the
Company shall file copies of the Quarterly Report on Form 10-Q for
the fiscal quarter ended November 27, 1999 and the Annual Report on
Form 10-K for the fiscal year ended February 26, 2000 with the
Trustee within 15 days of the date such reports are actually filed
with the Commission, such filings with the Commission to occur no
later than July 11, 2000. In the event the Company is not subject
to Section 13 or 15(d) of the Exchange Act, it shall file with the
Trustee upon request the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.
(b) Section 10.06 of the Indenture is hereby amended and
restated in its entirety as follows:
The Company will comply, and will cause each Subsidiary to
comply, with the requirements of all laws, ordinances, rules,
regulations, and requirements of any governmental authority
(including, without limitation, ERISA and the rules and
regulations thereunder), except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings
or where the failure to comply would not have a material adverse
effect upon the Company and its Subsidiaries as a whole, and
except that the Company may delay the filing required pursuant to
the Exchange Act of the Quarterly Report on Form 10-Q for the
fiscal quarter ended November 27, 1999 and the Annual Report on
Form 10-K for the fiscal year ended February 26, 2000 until no
later than July 11, 2000.
Section 2. Effect of Supplemental Indenture. Upon the execution and
delivery of this Supplemental Indenture by the Company and the Trustee,
the Indenture shall be supplemented in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
Section 3. Indenture Remains in Full Force and Effect.
Except as supplemented hereby, all provisions in the Indenture shall remain
in full force and effect.
Section 4. Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
Section 5. Conflict with Trust Indenture Act. If any provision
of this Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act of 1939, as amended (the "TIA") that
is required under the TIA to be part of and govern any provision of this
Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the provision of
the TIA shall be deemed to apply to the Indenture as so modified or to be
excluded by this Supplemental Indenture, as the case may be.
Section 6. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 7. Terms Defined in the Indenture. All capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
in the Indenture.
Section 8. Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.
Section 9. Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 10. Trustee Not Responsible for Recitals. The
recitals contained herein shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness.
Section 11. Certain Duties and Responsibilities of the Trustee.
In entering into this Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture relating to
the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.
Section 12. Governing Law. This Supplemental Agreement shall
be construed and interpreted in accordance with the laws of the State of
New York, without regard to conflicts of law principles.
Section 13. Counterpart Originals. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the
date and year first above written.
RITE AID CORPORATION
(SEAL)
By: /s David Jessick
--------------------------------------
Name: David Jessick
Title: Senior Executive Vice-President
Attest:
By: /s/ Elliot S. Gerson
--------------------------------------
Name: Elliot S. Gerson
Title: Senior Executive Vice-President
and Secretary
HARRIS TRUST AND SAVINGS BANK
(SEAL)
By: /s/ J. Bartolini
------------------------------
Name: J. Bartolini
Title: Vice President
Attest:
By: /s/ D. G. Donovan
------------------------------
Name: D. G. Donovan
Title: Assistant Secretary
EXHIBIT 4.3
===============================================================================
RITE AID CORPORATION
and
HARRIS TRUST AND SAVINGS BANK
as Trustee
------------------
SUPPLEMENTAL INDENTURE
Dated as of February 3, 2000
------------------
To
The Indenture Dated as of September 22, 1998
Between Rite Aid Corporation
and
Harris Trust and Savings Bank, as Trustee,
Relating to $200,000,000 6% Dealer remarketable securities due 2013
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is dated as
of February 3, 2000, between Rite Aid Corporation, a Delaware corporation
(the "Company"), and Harris Trust and Savings Bank, an Illinois banking
corporation, as trustee (the "Trustee").
WHEREAS, the Company has issued its 6% Dealer remarketable securities
due 2013 (the "Notes"), in the aggregate principal amount of $200,000,000,
pursuant to an Indenture between the Company and the Trustee dated as of
September 23, 1998 (the "Indenture"); and
WHEREAS, Section 9.02 of the Indenture provides that, with the consent
of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities, the Company, when authorized by a resolution of
its Board of Directors, and the Trustee may amend certain provisions of the
Indenture and enter into a supplemental indenture to evidence such
amendment; and
WHEREAS, on January 7, 2000, the Executive Committee of the Board of
Directors of the Company authorized and approved the substance of certain
amendments to the Indenture as set forth herein; and
WHEREAS, the Company has received consents from the Holders
representing at least a majority in aggregate principal amount of the
Outstanding Securities to the substance of certain amendments to the
Indenture as set forth herein; and
WHEREAS, Section 9.04 of the Indenture provides, among other things,
that a supplemental indenture shall form a part of the Indenture for all
purposes and that all the Holders shall be bound thereby.
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1. Amendment to the Indenture. Section 7.04 of the Indenture
is hereby amended and restated in its entirety as follows:
The Company shall file with the Trustee and the Commission, and
transmit to the Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at times and in the manner provided pursuant
to such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within 30
days after the same is so required to be filed with the Commission;
provided, however, that the Company may delay the filing required
pursuant to the Exchange Act of the Quarterly Report on Form 10-Q for
the fiscal quarter ended November 27, 1999 and the Annual Report on
Form 10-K for the fiscal year ended February 26, 2000 until no later
than July 11, 2000 and may file copies of the same with the Trustee
within 30 days after such reports are actually filed with the
Commission. In the event the Company is not subject to Section 13 or
15(d) of the Exchange Act, it shall file with the Trustee upon request
the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.
Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers'
Certificates).
Section 2. Effect of Supplemental Indenture. Upon the
execution and delivery of this Supplemental Indenture by the Company and
the Trustee, the Indenture shall be supplemented in accordance herewith,
and this Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
Section 3. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full
force and effect.
Section 4. Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
Section 5. Conflict with Trust Indenture Act. If any
provision of this Supplemental Indenture limits, qualifies or conflicts
with any provision of the Trust Indenture Act of 1939, as amended (the
"TIA") that is required under the TIA to be part of and govern any
provision of this Supplemental Indenture, the provision of the TIA shall
control. If any provision of this Supplemental Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the
provision of the TIA shall be deemed to apply to the Indenture as so
modified or to be excluded by this Supplemental Indenture, as the case may
be.
Section 6. Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 7. Terms Defined in the Indenture. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
Section 8. Headings. The Article and Section headings of
this Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.
Section 9. Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 10. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.
Section 11. Certain Duties and Responsibilities of the
Trustee. In entering into this Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the
conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided.
Section 12. Governing Law. This Supplemental Agreement shall be
construed and interpreted in accordance with the laws of the State of New York,
without regard to conflicts of law principles.
Section 13. Counterpart Originals. The parties may sign any number
of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date and year
first above written.
RITE AID CORPORATION
(SEAL)
By: /s/ David Jessick
---------------------------------------
Name: David Jessick
Title: Senior Executive Vice-President
Attest:
By: /s/ Elliot S. Gerson
-----------------------------------------
Name: Elliot S. Gerson
Title: Senior Executive Vice-President
and Secretary
HARRIS TRUST AND SAVINGS BANK
(SEAL)
By: /s/ J. Bartolini
---------------------------------
Name: J. Bartolini
Title: Vice President
Attest:
By: /s/ D. G. Donovan
------------------------------
Name: D. G. Donovan
Title: Assistant Secretary
EXHIBIT 4.4
============================================================================
RITE AID CORPORATION
and
HARRIS TRUST AND SAVINGS BANK
as Trustee
------------------
SUPPLEMENTAL INDENTURE
Dated as of February 3, 2000
------------------
To
The Indenture Dated as of December 21, 1998
Between Rite Aid Corporation
and
Harris Trust and Savings Bank, as Trustee,
Relating to $200,000,000 5.50% Notes due 2013
$200,000,000 6% Notes due 2005
$150,000,000 6.125% Notes due 2008
$150,000,000 6.875% Debentures due 2028
=============================================================================
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is
dated as of February 3, 2000, between Rite Aid Corporation, a Delaware
corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois
banking corporation, as trustee (the "Trustee").
WHEREAS, the Company has issued its 5.50% Notes due 2013, 6% Notes
due 2005, 6.125% Notes due 2008 and 6.875% Debentures due 2028
(collectively, the "Notes"), pursuant to an Indenture between the Company
and the Trustee dated as of December 21, 1998 (the "Indenture"); and
WHEREAS, Section 9.02 of the Indenture provides that, with the
required consent of the Holders, the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may amend certain
provisions of the Indenture and enter into a supplemental indenture to
evidence such amendment; and
WHEREAS, on January 7, 2000, the Executive Committee of the Board
of Directors of the Company authorized and approved the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, as required by Section 9.02 of the Indenture, the Company
has received the required consent from the Holders to the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, Section 9.04 of the Indenture provides, among other
things, that a supplemental indenture shall form a part of the Indenture
for all purposes and that all the Holders shall be bound thereby.
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1. Amendment to the Indenture. Section 7.04 of the
Indenture is hereby amended and restated in its entirety as follows:
The Company shall file with the Trustee and the Commission, and
transmit to the Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at times and in the manner provided
pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 30 days after the same is so required to
be filed with the Commission; provided, however, that the Company
may delay the filing required pursuant to the Exchange Act of the
Quarterly Report on Form 10-Q for the fiscal quarter ended
November 27, 1999 and the Annual Report on Form 10-K for the
fiscal year ended February 26, 2000 until no later than July 11,
2000 and may file copies of the same with the Trustee within 30
days after such reports are actually filed with the Commission. In
the event the Company is not subject to Section 13 or 15(d) of the
Exchange Act, it shall file with the Trustee upon request the
information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.
Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information
contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers' Certificates).
Section 2. Effect of Supplemental Indenture. Upon the execution
and delivery of this Supplemental Indenture by the Company and the Trustee,
the Indenture shall be supplemented in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Securities heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby.
Section 3. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full
force and effect.
Section 4. Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
Section 5. Conflict with Trust Indenture Act. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act of 1939, as amended (the "TIA") that
is required under the TIA to be part of and govern any provision of this
Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, the provision of the TIA
shall be deemed to apply to the Indenture as so modified or to be excluded
by this Supplemental Indenture, as the case may be.
Section 6. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 7. Terms Defined in the Indenture. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in
the Indenture.
Section 8. Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.
Section 9. Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 10. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.
Section 11. Certain Duties and Responsibilities of the Trustee. In
entering into this Supplemental Indenture, the Trustee shall be entitled to
the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or
not elsewhere herein so provided.
Section 12. Governing Law. This Supplemental Agreement shall be
construed and interpreted in accordance with the laws of the State of New
York, without regard to conflicts of law principles.
Section 13. Counterpart Originals. The parties may sign any number
of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
and year first above written.
RITE AID CORPORATION
(SEAL)
By: /s/ David Jessick
----------------------------------
Name: David Jessick
Title: Senior Executive
Vice-President
Attest:
By: /s/ Elliot S. Gerson
--------------------------------------
Name: Elliot S. Gerson
Title: Senior Executive Vice-President
and Secretary
HARRIS TRUST AND SAVINGS BANK
(SEAL)
By: /s/ J. Bartolini
--------------------------------
Name: J. Bartolini
Title: Vice President
Attest:
By: /s/ D. G. Donovan
----------------------------
Name: D. G. Donovan
Title: Assistant Secretary
EXHIBIT 99.1
MAILING ADDRESS
P.O. Box 3165
[COMPANY LOGO] Harrisburg, PA 17105
GENERAL OFFICE
30 Hunter Lane
PRESS RELEASE Camp Hill, PA 17011
For Further Information Contact:
INVESTORS: MEDIA:
Doug Wilburne Karen Rugen
(717) 975-3710 (717) 730-7766
RITE AID RECEIVES CONSENT FROM PUBLIC DEBT HOLDERS
TO DEFER FINANCIAL REPORTING THROUGH JULY 11, 2000
Camp Hill, PA, January 26, 2000--Rite Aid Corporation (NYSE, PSE:
RAD) today announced that it has received the required approvals from the
holders of its public debt to implement a deferred financial reporting
program through July 11, 2000.
The company announced earlier this month that it had received
agreements from the lenders under its credit facilities and other financing
arrangements to implement the deferred financial reporting program. As a
result of obtaining approvals from both its lenders and public debt
holders, the company has eliminated the possibility that a default could
have arisen on account of the financial reporting covenants in any of its
credit facilities and its public debt documents.
The deferred financial reporting program gives the Company's new
management team and its new auditors, Deloitte & Touche, LLP, time to fully
review the Company's historical financial information, conclude the
previously announced reaudits for the Company's 1997-1999 fiscal years, and
complete audited financial statements for the Company's 2000 fiscal year
ending February 26, 2000.
Bob Miller, Rite Aid chairman and chief executive officer, said,
"We appreciate the strong support we have received from both our public
debt holders and lenders to implement this deferred financial reporting
program. Their support gives us adequate time to review historical
financial matters and allows us to focus on managing our business
successfully."
Rite Aid is one of the nation's leading drugstore chains with
annual revenues of approximately $13 billion and approximately 3,800 stores
in 30 states and the District of Columbia. Rite Aid owns PCS Health
Systems, Inc., which provides pharmacy benefit management programs and
services that can help improve patient health and reduce health care costs.
Rite Aid also owns approximately 22 percent of drugstore.com, a leading
online source for health, beauty and pharmacy products. Information about
Rite Aid, including corporate background and press releases, can be found
at the Company's Web site at http://www.riteaid.com.
This press release may contain forward-looking statements, which
are subject to certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in such
forward-looking statements. Factors that could cause actual results to
differ materially from those expressed or implied in such
forward-looking statements include the preparation of restated
historic financial statements, final audit adjustments, completion of
the SEC's review of the Company's financial reporting and the impact
of possible asset sales or other corporate transactions which the
Company is currently considering but the consummation of which is not
assured. Additional factors could include competitive pricing
pressures, third party prescription reimbursement levels, continued
consolidation of the drugstore industry, consumer preferences,
regulatory changes governing pharmacy practices, general economic
conditions, inflation, merchandise supply constraints, interest rate
movements, access to capital, the development of the Internet market
for pharmaceuticals, availability of real estate, construction and
start-up of drugstore and distribution center facilities, and the
effects of technological difficulties. Consequently, all of the
forward-looking statements made in this press release are qualified by
these and other factors, risks and uncertainties. Readers are also
directed to consider other risks and uncertainties discussed in
documents filed by the Company with the Securities and Exchange
Commission.
