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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) October 13, 1996
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THRIFTY PAYLESS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 33-73592-01 95-4388795
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(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
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9275 Southwest Peyton Lane
Wilsonville, Oregon 97070
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (503) 682-4100
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ITEM 5. OTHER EVENTS.
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On October 13, 1996, Thrifty PayLess Holdings, Inc., a Delaware corporation
("Thrifty PayLess"), and Rite Aid Corporation, a Delaware corporation ("Rite
Aid"), entered into an Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the Merger Agreement and subject to the terms and conditions set
forth therein, Thrifty PayLess will be merged with and into Rite Aid, with Rite
Aid surviving the merger and Thrifty PayLess's separate corporate existence
ceasing (the "Merger"). At the Effective Time (as defined in the Merger
Agreement) of the Merger, each issued and outstanding share of Class A Common
Stock, par value $.01 per share ("Class A Stock"), and Class B Common Stock, par
value $.01 per share ("Class B Stock" and collectively with the Class A Stock,
the "Thrifty PayLess Common Stock"), of Thrifty PayLess (other than treasury
shares, shares held by Rite Aid or any wholly owned subsidiary of Rite Aid or
Thrifty PayLess, and shares of Class A Stock as to which statutory appraisal
rights have been properly exercised and perfected) will be converted into the
right to receive 0.65 shares of the common stock, par value $.01 per share ("RA
Common Stock"), of Rite Aid. In addition, pursuant to the Merger Agreement, as
of the Effective Time of the Merger, each outstanding option or warrant to
purchase shares of TP Common Stock will be converted into the right to receive
an amount of cash equal to 65% of the closing price of Rite Aid Common Stock as
of the date of the Effective Time of the Merger minus the exercise price per
share under the applicable option or warrant.
In connection with the Merger, each of Green Equity Investors, L.P., a
Delaware limited partnership, which owns 14,139,600 shares of Class A Stock and
236,664 shares of Class B Stock, and Kmart Corporation, a Michigan corporation,
which owns 10,622,249 shares of Class B Stock, has entered into an agreement
(each, a "Stockholder Agreement") with Rite Aid, pursuant to which each of them
agreed, among other things, to vote all of its respective shares of Thrifty
PayLess Common Stock in favor of the transactions contemplated by the Merger
Agreement.
Copies of the Merger Agreement and each of the Stockholder Agreements are
filed herewith as Exhibits 2.1, 99.1 and 99.2, respectively. The foregoing
descriptions are qualified in their entirety by reference to the full text of
such exhibits.
In connection with the Merger, Thrifty PayLess and Rite Aid have filed a
Joint Proxy Statement/Prospectus relating thereto. For purposes of incorporation
by reference therein of certain information contained in Thrifty PayLess'
filings under the Securities Exchange Act of 1934, the Registration Statement on
Form S-1 of Thrifty PayLess (File No. 333-01628), in the form filed on April 15,
1996 and declared effective by the Securities and Exchange Commission, is also
filed herewith as Exhibit 99.3. Such Registration Statement contains information
as of the date thereof and nothing herein is intended to create any implication
that there has been no change in the affairs of Thrifty PayLess since the date
thereof or that the information contained therein is correct as of any time
subsequent to its date.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed as part of this Current
Report on Form 8-K:
2.1 Agreement and Plan of Merger, dated as of October 13, 1996, among
Thrifty PayLess Holdings, Inc. and Rite Aid Corporation
99.1 Stockholder Agreement, dated as of October 13, 1996, among Green Equity
Investors, L.P., Rite Aid Corporation and certain individual
stockholders of Rite Aid Corporation
99.2 Stockholder Agreement, dated as of October 13, 1996, among Kmart
Corporation, Rite Aid Corporation and certain individual stockholders
of Rite Aid Corporation
99.3 Registration Statement on Form S-1 of Thrifty PayLess Holdings, Inc.
(File No. 333-01628)
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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 thereunto duly authorized.
THRIFTY PAYLESS HOLDINGS, INC.
By: /s/ David R. Jessick
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David R. Jessick,
Executive Vice President,
Chief Financial Officer
Date: October 24, 1996
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EXHIBIT INDEX
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Exhibit Description Page
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2.1 Agreement and Plan of Merger, dated as of *
October 13, 1996, among Thrifty PayLess
Holdings, Inc. and Rite Aid Corporation
99.1 Stockholder Agreement, dated as of October 13, 1996, *
among Green Equity Investors, L.P., Rite Aid Corporation
and certain individual stockholders of Rite Aid Corporation
99.2 Stockholder Agreement, dated as of October 13, 1996, among *
Kmart Corporation, Rite Aid Corporation and certain individual
stockholders of Rite Aid Corporation.
99.3 Registration Statement on Form S-1 of Thrifty PayLess **
Holdings, Inc. (File No. 333-01628)
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* Incorporated by reference to the indicated exhibits from the Registration
Statement on Form S-4 of Rite Aid Corporation filed on October 24, 1996,
which Registration Statement contains the Joint Proxy Statement of
Thrifty PayLess Holdings, Inc. and Rite Aid Corporation.
** Incorporated in its entirety by reference to such document filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.
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