SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 12, 2000
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RITE AID CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-5742 23-1614034
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 761-2633
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None
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On June 14, 2000, Rite Aid Corporation issued a press release
announcing the completion of its refinancing transactions. The press
release and related materials are attached hereto as exhibits and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
4.1 Indenture, dated as of June 14, 2000, among Rite Aid
Corporation, as Issuer, each of the Subsidiary Guarantors
named therein and State Street Bank and Trust Company, as
Trustee.
4.2 Exchange and Registration Rights Agreement, dated as of June
14, 2000, by and among Rite Aid Corporation, State Street
Bank and Trust Company and the Holders of the 10.50% Senior
Secured Notes due 2002.
4.3 Registration Rights Agreement, dated as of June 14, 2000, by
and among Rite Aid Corporation and the Lenders listed
therein.
10.1 Senior Credit Agreement, dated as of June 12, 2000, among
Rite Aid Corporation, the Banks party thereto, Citicorp USA,
Inc., as Senior Administrative Agent, Citicorp USA, Inc., as
Senior Collateral Agent, and Heller Financial, Inc. and
Fleet Retail Finance Inc., as Syndication Agents.
10.2 Collateral Trust and Intercreditor Agreement, dated as of
June 12, 2000, among Rite Aid Corporation, each Subsidiary
Guarantor of Rite Aid Corporation listed therein, Wilmington
Trust Company, Citcorp USA, Inc., Morgan Guaranty Trust
Company of New York, The Prudential Insurance Company of
America, State Street Bank and Trust Company and The
Sumitomo Bank, Limited, New York Branch.
10.3 Senior Subsidiary Security Agreement, dated as of June 12,
2000, made by the Subsidiary Guarantors identified therein
and any other person that becomes a Subsidiary Guarantor
pursuant to the Senior Credit Facility, in favor of Citicorp
USA, Inc., as Senior Collateral Agent.
10.4 Senior Subsidiary Guarantee Agreement, dated as of June 12,
2000, among each of the Subsidiary Guarantors of Rite Aid
Corporation listed therein and Citicorp USA, Inc., as Senior
Collateral Agent.
10.5 Senior Indemnity, Subrogation and Contribution Agreement,
dated as of June 12, 2000, among Rite Aid Corporation, each
of the Subsidiary Guarantors listed therein and Citicorp
USA, Inc., as Senior Collateral Agent.
10.6 RCF Facility, dated as of June 12, 2000, among Rite Aid
Corporation, the Banks from time to time parties thereto and
Morgan Guaranty Trust Company of New York, as Administrative
Agent, with JP Morgan Securities Inc., as Lead Arranger and
Book Runner.
10.7 PCS Facility, dated as of June 12, 2000, among Rite Aid
Corporation, the Banks from time to time parties thereto and
Morgan Guaranty Trust Company of New York, as Administrative
Agent, with JP Morgan Securities Inc., as Lead Arranger and
Book Runner.
10.8 Exchange Debt Facility, dated as of June 12, 2000, among
Rite Aid Corporation, the Banks from time to time parties
thereto and Morgan Guaranty Trust Company of New York, as
Administrative Agent, with JP Morgan Securities Inc., as
Lead Arranger and Book Runner.
10.9 Second Priority Subsidiary Guarantee Agreement, dated as of
June 12, 2000, among each of the Subsidiary Guarantors of
Rite Aid Corporation listed therein and Wilmington Trust
Company, as Second Priority Collateral Trustee.
10.10 Second Priority Subsidiary Security Agreement, dated as of
June 12, 2000, made by the Subsidiary Guarantors identified
therein and any other person that becomes a Subsidiary
Guarantor pursuant to the Second Priority Debt Documents, in
favor of Wilmington Trust Company, as Second Priority
Collateral Trustee.
10.11 Second Priority Indemnity, Subrogation and Contribution
Agreement, dated as of June 12, 2000, among Rite Aid
Corporation, each Subsidiary Guarantor listed therein and
Wilmington Trust Company, as Second Priority Collateral
Trustee.
10.12 First Priority Subsidiary Security Agreement, dated as of
June 12, 2000, made by the Domestic Subsidiaries identified
therein and any other person that becomes a Domestic
Subsidiary pursuant to the Exchange Debt Facility Documents,
in favor of Morgan Guaranty Trust Company of New York, as
Agent.
10.13 Amended and Restated Drugstore.com Pledge Agreement, dated
as of June 12, 2000, between Rite Aid Corporation and Morgan
Guaranty Trust Company of New York, as Agent.
10.14 Amended and Restated PCS Pledge Agreement, dated as of June
12, 2000, between Rite Aid Corporation and Morgan Guaranty
Trust Company of New York, as Agent.
10.15 Form of Second Priority Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement, by the
Subsidiary Guarantor listed therein, to Wilmington Trust
Company, as Second Priority Collateral Trustee.
10.16 Amendment No. 3 to Note Agreement, Amendment No. 4 to Guaranty
Agreement, and Amendment No. 1 to Put Agreement, for
Adjustable Rate Senior Secured Notes due August 15, 2002,
among Finco, Inc., Rite Aid Corporation, The Prudential
Insurance Company of America, and Pruco Life Insurance
Company, as of June 12, 2000.
10.17 Amendment No. 5 to Guaranty, dated as of June 12, 2000, from
Rite Aid Corporation, as Guarantor, to RAC Leasing LLC, as
Lessor.
10.18 Amendment No. 4 to Master Lease and Security Agreement,
dated as of June 12, 2000, between RAC Leasing LLC, as
Lessor, and Rite Aid Realty Corp., as Lessee.
10.19 Amendment No. 4 to Guaranty, dated as of June 12, 2000, from
Rite Aid Corporation, as Guarantor, to Sumitomo Bank Leasing
and Finance, Inc., as Lessor.
10.20 Amendment No. 5 to Master Lease and Security Agreement,
dated as of June 12, 2000, between Sumitomo Bank Leasing and
Finance, Inc., as Lessor, and Rite Aid Realty Corp., as
Lessee.
99.1 Press Release, dated June 14, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RITE AID CORPORATION
Dated: June 21, 2000 By: /s/ Elliot S. Gerson
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Name: Elliot S. Gerson
Title: Senior Executive Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Description
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4.1 Indenture, dated as of June 14, 2000, among Rite Aid
Corporation, as Issuer, each of the Subsidiary Guarantors
named therein and State Street Bank and Trust Company, as
Trustee.
4.2 Exchange and Registration Rights Agreement, dated as of June
14, 2000, by and among Rite Aid Corporation, State Street
Bank and Trust Company and the Holders of the 10.50% Senior
Secured Notes due 2002.
4.3 Registration Rights Agreement, dated as of June 14, 2000, by
and among Rite Aid Corporation and the Lenders listed
therein.
10.1 Senior Credit Agreement, dated as of June 12, 2000, among
Rite Aid Corporation, the Banks party thereto, Citicorp USA,
Inc., as Senior Administrative Agent, Citicorp USA, Inc., as
Senior Collateral Agent, and Heller Financial, Inc. and
Fleet Retail Finance Inc., as Syndication Agents.
10.2 Collateral Trust and Intercreditor Agreement, dated as of
June 12, 2000, among Rite Aid Corporation, each Subsidiary
Guarantor of Rite Aid Corporation listed therein, Wilmington
Trust Company, Citcorp USA, Inc., Morgan Guaranty Trust
Company of New York, The Prudential Insurance Company of
America, State Street Bank and Trust Company and The
Sumitomo Bank, Limited, New York Branch.
10.3 Senior Subsidiary Security Agreement, dated as of June 12,
2000, made by the Subsidiary Guarantors identified therein
and any other person that becomes a Subsidiary Guarantor
pursuant to the Senior Credit Facility, in favor of Citicorp
USA, Inc., as Senior Collateral Agent.
10.4 Senior Subsidiary Guarantee Agreement, dated as of June 12,
2000, among each of the Subsidiary Guarantors of Rite Aid
Corporation listed therein and Citicorp USA, Inc., as Senior
Collateral Agent.
10.5 Senior Indemnity, Subrogation and Contribution Agreement,
dated as of June 12, 2000, among Rite Aid Corporation, each
of the Subsidiary Guarantors listed therein and Citicorp
USA, Inc., as Senior Collateral Agent.
10.6 RCF Facility, dated as of June 12, 2000, among Rite Aid
Corporation, the Banks from time to time parties thereto and
Morgan Guaranty Trust Company of New York, as Administrative
Agent, with JP Morgan Securities Inc., as Lead Arranger and
Book Runner.
10.7 PCS Facility, dated as of June 12, 2000, among Rite Aid
Corporation, the Banks from time to time parties thereto and
Morgan Guaranty Trust Company of New York, as Administrative
Agent, with JP Morgan Securities Inc., as Lead Arranger and
Book Runner.
10.8 Exchange Debt Facility, dated as of June 12, 2000, among
Rite Aid Corporation, the Banks from time to time parties
thereto and Morgan Guaranty Trust Company of New York, as
Administrative Agent, with JP Morgan Securities Inc., as
Lead Arranger and Book Runner.
10.9 Second Priority Subsidiary Guarantee Agreement, dated as of
June 12, 2000, among each of the Subsidiary Guarantors of
Rite Aid Corporation listed therein and Wilmington Trust
Company, as Second Priority Collateral Trustee.
10.10 Second Priority Subsidiary Security Agreement, dated as of
June 12, 2000, made by the Subsidiary Guarantors identified
therein and any other person that becomes a Subsidiary
Guarantor pursuant to the Second Priority Debt Documents, in
favor of Wilmington Trust Company, as Second Priority
Collateral Trustee.
10.11 Second Priority Indemnity, Subrogation and Contribution
Agreement, dated as of June 12, 2000, among Rite Aid
Corporation, each Subsidiary Guarantor listed therein and
Wilmington Trust Company, as Second Priority Collateral
Trustee.
10.12 First Priority Subsidiary Security Agreement, dated as of
June 12, 2000, made by the Domestic Subsidiaries identified
therein and any other person that becomes a Domestic
Subsidiary pursuant to the Exchange Debt Facility Documents,
in favor of Morgan Guaranty Trust Company of New York, as
Agent.
10.13 Amended and Restated Drugstore.com Pledge Agreement, dated
as of June 12, 2000, between Rite Aid Corporation and Morgan
Guaranty Trust Company of New York, as Agent.
10.14 Amended and Restated PCS Pledge Agreement, dated as of June
12, 2000, between Rite Aid Corporation and Morgan Guaranty
Trust Company of New York, as Agent.
10.15 Form of Second Priority Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement, by the
Subsidiary Guarantor listed therein, to Wilmington Trust
Company, as Second Priority Collateral Trustee.
10.16 Amendment No. 3 to Note Agreement, Amendment No. 4 to Guaranty
Agreement, and Amendment No. 1 to Put Agreement, for
Adjustable Rate Senior Secured Notes due August 15, 2002,
among Finco, Inc., Rite Aid Corporation, The Prudential
Insurance Company of America, and Pruco Life Insurance
Company, as of June 12, 2000.
10.17 Amendment No. 5 to Guaranty, dated as of June 12, 2000, from
Rite Aid Corporation, as Guarantor, to RAC Leasing LLC, as
Lessor.
10.18 Amendment No. 4 to Master Lease and Security Agreement,
dated as of June 12, 2000, between RAC Leasing LLC, as
Lessor, and Rite Aid Realty Corp., as Lessee.
10.19 Amendment No. 4 to Guaranty, dated as of June 12, 2000, from
Rite Aid Corporation, as Guarantor, to Sumitomo Bank Leasing
and Finance, Inc., as Lessor.
10.20 Amendment No. 5 to Master Lease and Security Agreement,
dated as of June 12, 2000, between Sumitomo Bank Leasing and
Finance, Inc., as Lessor, and Rite Aid Realty Corp., as
Lessee.
99.1 Press Release, dated June 14, 2000.
