SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
------------------------
RITE AID CORPORATION
(Name of Applicant)
30 Hunter Lane
Camp Hill, Pennsylvania 17011
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
Senior Secured Notes due March 15, 2006 Up to $149,500,000
Aggregate principal amount
Approximate date of proposed public offering: As soon as practicable after
the date of effectiveness of this Application for Qualification.
Name and address of agent for service: Copies to be sent to:
Elliot S. Gerson, Esq. Stacy J. Kanter, Esq.
Senior Executive Vice President Skadden, Arps, Slate, Meagher
and General Counsel & Flom LLP
Rite Aid Corporation 4 Times Square
30 Hunter Lane New York, New York 10036
Camp Hill, Pennsylvania 17011 (212) 735-3000
(717) 761-2633
1. General Information
(a) The Applicant is a corporation.
(b) The Applicant was organized under the laws of the
State of Delaware, on April 15, 1968.
2. Securities Act Exemption Applicable
The Applicant, certain directors, its former chief executive
officer Martin Grass, its former president Timothy Noonan, its former chief
financial officer Frank Bergonzi, and its former auditor KPMG LLP were
named as defendants in a number of lawsuits, most of which purport to be
class actions, brought on behalf of stockholders who purchased the
Applicant's securities on the open market between May 2, 1997 and November
10, 1999. Most of the complaints asserted claims under Sections 10 and 20
of the Securities Exchange Act of 1934, based upon the allegation that the
Applicant's financial statements for fiscal 1997, fiscal 1998 and fiscal
1999 fraudulently misrepresented the Applicant's financial position and
results of operation for those periods. All of these cases were
consolidated in the United States District Court for the Eastern District
of Pennsylvania (the "District Court"). On November 8, 2000, certain of the
defendants in this action, including the Applicant and the Applicant's
outside director defendants, entered into a memorandum of understanding
(the "MOU") setting forth a global resolution of the claims in the class
action lawsuits pending in the District Court and in the Delaware Court of
Chancery. The non-settling defendants are Frank Bergonzi, Martin Grass,
Timothy Noonan and KPMG. Thereafter, on December 19, 2000, the parties to
the MOU entered into a stipulation and agreement of settlement (the
"Settlement").
The terms of the Settlement, inter alia, contemplate that, the
Applicant will pay $43,500,000 in cash (the "Cash Consideration"), which
will be fully funded by the Applicant's officers' and directors' liability
insurance. In addition, the Applicant is required to issue to the
plaintiffs 20,000,000 shares of the Applicant's common stock, valued over a
10-day trading period in January 2002. The valuation determined was less
than $7.75 per share. In accordance with the terms of the Settlement, if
the value determined was less than $7.75 per share, the Applicant has the
option to deliver any combination of common stock, cash and notes, with a
total value of $149,500,000. As additional consideration for the
Settlement, the Applicant has assigned to the plaintiffs all of the
Applicant's claims against the above named executives and KPMG LLP.
On December 20, 2000, the District Court preliminarily approved
the Settlement, set a hearing as to the fairness, reasonableness and
adequacy of the Settlement for April 6, 2001, and authorized notice of the
proposed Settlement to be sent to all class members. The notice informed
class members of their rights including their rights to object to the
proposed Settlement and pursue their claims separately. The hearing
occurred on April 6, 2001.
On June 8, 2001, the District Court issued a memorandum and order,
declining to approve the Settlement. The District Court found that the
"economic aspects" of the settlements "have great merit and manifestly
benefit the Class and Rite Aid," but that the proposed bar orders were
unacceptable. Leave was granted to the settling parties to submit revised
settlement stipulations by June 25, 2001. Prior to June 25, 2001, the
settling parties submitted revised settlement stipulations in accordance
with the District Court's order. On August 17, 2001, the District Court
issued a revised order of final judgment and dismissal, overruling
objections that were filed and approving the revised Settlement, including
the revised bar order. Thereafter, also on August 17, 2001, the case was
dismissed with prejudice as to the settling parties and without prejudice
as to the non-settling parties. In September 2001, certain non-settling
parties appealed the District Court's orders. The appeals (the "Appeals")
are before the U.S. Court of Appeals for the Third Circuit, and oral
argument is scheduled for April 2002.
In accordance with the terms of the Settlement, as approved by the
District Court, the Applicant will issue to the plaintiffs the Cash
Consideration and Senior Secured Notes due March 15, 2006 (the "Notes") having
an aggregate principal amount of $149,500,000 and bearing interest at (i) up
to and including the date of the resolution of the Appeals, the Initial
Floating Interest Rate (as defined in the Indenture), and (ii) following the
date of the resolution of the Appeals, the Reset Interest Rate (as defined in
the Indenture), pursuant to an indenture (the "Indenture") between the
Applicant and BNY Midwest Trust Company, as trustee (the "Trustee"), to be
dated upon effectiveness of this Application. The Notes will be issued by the
Applicant and held in escrow by First Union National Bank, as escrow agent,
pending the resolution of the Appeals and the determination of the Reset
Interest Rate.
The Applicant relies upon the exemption set forth in Section 3(a)(10)
of the Securities Act of 1933, as amended (the "Act"), as the basis for the
issuance of the Notes pursuant to the Indenture without registration under the
Act.
AFFILIATIONS
3. Affiliates
The following table sets forth the holders of more than five percent
of the common stock of Rite Aid Corporation as of February 15, 2002, including
their respective percentages of voting securities, or other bases of control.
Percentage of Voting
Securities Owned(1)
Leonard I. Green.............................. 11.3%(2)
Jonathan D. Sokoloff.......................... 11.3%(3)
Green Equity Investors III, L.P............... 11.2%(4)
Putnam Investments, LLC....................... 10.5%(5)
FMR Corporation............................... 8.7%(6)
Putnam Investment Management, LLC............. 7.6%(7)
J.P. Morgan Chase & Co........................ 7.1%(8)
1 Based on the number of shares of Common Stock outstanding as of
December 29, 2001.
2 This amount includes 64,799,299 shares beneficially owned by Green
Equity Investors III, L.P., which is affiliated with Leonard Green &
Partners, L.P., of which Mr. Green is an executive officer and equity
owner, and 990,000 shares owned by Verdi Group, Inc., over which Mr.
Green has beneficial ownership. Mr. Green is a director of the
Applicant.
3 This amount includes 64,799,299 shares beneficially owned by Green
Equity Investors III, L.P., which is affiliated with Leonard Green &
Partners, L.P., of which Mr. Sokoloff is an executive officer and
equity owner. Mr. Sokoloff is a director of the Applicant.
4 Assuming conversion of all Class D preferred stock by Green Equity
Investors III, L.P.
5 This amount, which is disclosed in a report on Schedule 13G dated
February 5, 2002, includes 39,099,432 shares in respect of which
Putnam Investments, LLC and Putnam Investment Management, LLC share
dispositive power and 15,108,552 shares in respect of which Putnam
Investments, LLC and The Putnam Advisory Company, LLC share
dispositive power.
6 This amount, which is disclosed in a report on Schedule 13G dated
February 14, 2002 by FMR Corporation, includes 39,308,273 shares in
respect of which Fidelity Management & Research Company holds sole
dispositive power and 3,872,033 shares over which Fidelity Management
Trust Company holds sole dispositive power (including 3,035,533 shares
over which it also holds voting power). Both Fidelity Management
Research Company and Fidelity Management Trust Company are
wholly owned subsidiaries of FMR Corporation. This amount also
includes 1,866,500 shares over which Fidelity International Limited
holds sole voting and dispositive power. A partnership controlled by
Edward C. Johnson III, who also controls FMR Corporation, has the
right to cast 39.89% of the votes cast by holders of Fidelity
International Limited voting stock. FMR Corporation and Fidelity
International Limited state that the shares held by Fidelity
International Limited need not be aggregated for the purposes of
Section 13(d) of the Securities Act of 1934, as amended; however, FMR
Corporation has voluntarily filed its report as if all the shares were
beneficially owned by FMR Corporation. Abigail P. Johnson and Edward
C. Johnson 3d, together with members of their family, are the
predominant owners of the Class B shares of common stock of FMR
Corporation, representing approximately 49% of the voting power of FMR
Corporation. Ms. Johnson owns 24.5% of the voting stock and is a
director of FMR Corporation. Mr. Johnson owns 12.0% of the voting
stock and is Chairman of FMR Corporation. Members of the Johnson
family and other Class B Stockholders are parties to a voting
agreement under which each party agrees to vote its Class B Shares in
accordance with the vote of the majority vote of shares of the
parties.
7 This amount, which is disclosed in a report on Schedule 13G dated
February 5, 2002, includes 39,099,432 shares in respect of which
Putnam Investment Management, LLC and Putnam Investments, LLC share
dispositive power.
8 This amount, as reflected in a report on Form 4 filed on April 10,
2001 by J.P. Morgan Chase & Co., consists of 36,657,610 shares of
common stock.
Percentage of Entity's
Voting Securities Owned
Name of Subsidiary or Controlled Directly or
Subsidiary of Indirectly by Applicant
Ann & Government Streets - Mobile, Alabama, LLC Harco, Inc. 100.0%
Apex Drug Stores, Inc. Perry Drug Stores, Inc. 100.0%
Baltimore/Annapolis Boulevard and Governor Richie
Highway-Glen Burnie, Maryland, LLC Rite Aid of Maryland, Inc. 100.0%
Broadview and Wallings-Broadview Heights Ohio, Inc. Rite Aid Corporation 100.0%
Central Avenue and Main Street - Petal, MS, LLC K & B Mississippi Corporation 100.0%
Dominion Action One Corporation Rite Aid Corporation 100.0%
Dominion Action Two Corporation Rite Aid Corporation 100.0%
Dominion Action Three Corporation Rite Aid Corporation 100.0%
Dominion Action Four Corporation Rite Aid Corporation 100.0%
Dominion Drug Stores Corporation Rite Aid Corporation 100.0%
Drug Fair, Inc. Rite Aid Corporation 100.0%
Drug Fair of PA, Inc. Rite Aid Corporation 100.0%
Eagle Managed Care Corp. Rite Aid Corporation 100.0%
Eighth and Water Streets-Uhrichsville, Ohio, LLC Rite Aid of Ohio, Inc. 100.0%
England Street - Asheland Corporation Rite Aid Corporation 100.0%
Fairground, LLC Rite Aid of Virginia, Inc. 100.0%
GDF, Inc. Rite Aid Corporation 100.0%
Gettysburg and Hoover - Dayton, Ohio, LLC Rite Aid of Ohio, Inc. 100.0%
Gray Drug Stores, Inc. Rite Aid Corporation 100.0%
Gratiot & Center-Saginaw Township, Michigan, LLC Rite Aid of Michigan, Inc. 100.0%
Harco, Inc. Rite Aid Corporation 100.0%
Jaime Nathan Travis Corporation Rite Aid Corporation 100.0%
K & B, Incorporated Rite Aid Corporation 100.0%
K & B Alabama Corporation Virginia Corporation 100.0%
K & B Florida Corporation Virginia Corporation 100.0%
K & B Louisiana Corporation Virginia Corporation 100.0%
K & B Mississippi Corporation Virginia Corporation 100.0%
K & B Services, Incorporated Virginia Corporation 100.0%
K & B Tennessee Corporation Virginia Corporation 100.0%
K & B Texas Corporation Virginia Corporation 100.0%
K & B Trainees, Inc. Virginia Corporation 100.0%
Katz & Bestoff, Inc. Virginia Corporation 100.0%
Keystone Centers, Inc. Rite Aid Corporation 100.0%
Lakehurst and Broadway Corporation Rite Aid Corporation 100.0%
Laverdiere's Enterprises, Inc. Rite Aid of Maine, Inc. 100.0%
Mayfield & Chillicothe Roads - Chesterland, LLC Rite Aid of Ohio, Inc. 100.0%
Munson & Andrews, LLC Rite Aid of Ohio, Inc. 100.0%
Name Rite, LLC Thrifty PayLess, Inc. 100.0%
Northline & Dix - Toledo - Southgate, LLC Rite Aid of Michigan, Inc. 100.0%
Ocean Acquisition Corporation Rite Aid Corporation 100.0%
PDS-1 Michigan, Inc. Perry Drug Stores, Inc. 100.0%
P.L.D. Enterprises, Inc. Thrifty PayLess, Inc. 100.0%
PL Xpress, Inc. Thrifty PayLess, Inc. 100.0%
Patton Drive and Navy Boulevard Property Corporation Rite Aid Corporation 100.0%
Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC Rite Aid of Michigan, Inc. 100.0%
Perry Distributors, Inc. Perry Drug Stores, Inc. 100.0%
Perry Drug Stores, Inc. Rite Aid Corporation 100.0%
Portfolio Medical Services, Inc. Rite Aid Corporation 100.0%
RDS Detroit, Inc. Perry Drug Stores, Inc. 100.0%
Rack Rite Distributors, Inc. Rite Aid Corporation 100.0%
Ram-Utica, Inc. Rite Aid Corporation 100.0%
Reads, Inc. Rite Aid of Maryland, Inc. 99.9%
Rite Aid Drug Palace, Inc. Rite Aid Corporation 100.0%
Rite Aid Hdqtrs. Corp. Rite Aid Corporation 100.0%
Rite Aid Lease Management Company Thrifty Corporation See notes 1 and 2
Rite Aid of Alabama, Inc. Rite Aid Corporation 100.0%
Rite Aid of Connecticut, Inc. Rite Aid Corporation 100.0%
Rite Aid of Delaware, Inc. Rite Aid Corporation 100.0%
Rite Aid of Florida, Inc. Rite Aid Corporation 100.0%
Rite Aid of Georgia, Inc. Rite Aid Corporation 100.0%
Rite Aid of Illinois, Inc. Rite Aid Corporation 100.0%
Rite Aid of Indiana, Inc. Rite Aid Corporation 100.0%
Rite Aid of Kentucky, Inc. Rite Aid Corporation 100.0%
Rite Aid of Maine, Inc. Rite Aid Corporation 100.0%
Rite Aid of Maryland, Inc. Rite Aid Corporation 100.0%
Rite Aid of Massachusetts, Inc. Rite Aid Corporation 100.0%
Rite Aid of Michigan, Inc. Rite Aid Corporation 100.0%
Rite Aid of New Hampshire, Inc. Rite Aid Corporation 100.0%
Rite Aid of New Jersey, Inc. Rite Aid Corporation 100.0%
Rite Aid of New York, Inc. Rite Aid Corporation 100.0%
Rite Aid of North Carolina, Inc. Rite Aid Corporation 100.0%
Rite Aid of Ohio, Inc. Rite Aid Corporation 100.0%
Rite Aid of Pennsylvania, Inc. Rite Aid Corporation 100.0%
Rite Aid of South Carolina, Inc. Rite Aid Corporation 100.0%
Rite Aid of Tennessee, Inc. Rite Aid Corporation 100.0%
Rite Aid of Vermont, Inc. Rite Aid Corporation 100.0%
Rite Aid of Virginia, Inc. Rite Aid Corporation 100.0%
Rite Aid of Washington, D.C., Inc. Rite Aid Corporation 100.0%
Rite Aid of West Virginia, Inc. Rite Aid Corporation 100.0%
Rite Aid Realty Corp. Rite Aid Lease Management
Company 100.0%
Rite Aid Risk Management Corp. Rite Aid Corporation 100.0% (see note 3)
Rite Aid Rome Distribution Center, Inc. Rite Aid Corporation 100.0%
Rite Aid Transport, Inc. Rite Aid Corporation 100.0%
Rite Aid Venturer #1, Inc. Rite Aid Corporation 100.0%
Rite Fund, Inc. Rite Aid Corporation 100.0%
Rite Investments Corp. Rite Aid Corporation 100.0%
Rx Choice, Inc. Rite Aid Corporation 100.0%
Script South, Inc. Harco, Inc. 100.0%
Seven Mile and Evergreen - Detroit, LLC Rite Aid of Michigan, Inc. 100.0%
Silver Springs Road-Baltimore, Maryland/One, LLC Sophie One Corp. 100.0%
Silver Springs Road-Baltimore, Maryland/Two, LLC Sophie One Corp. 100.0%
Sophie One Corp. Rite Aid Corporation 100.0%
State & Fortification Streets - Jackson, Mississippi, LLC K & B Mississippi Corporation 100.0%
State Street and Hill Road-Gerard, Ohio, LLC Rite Aid of Ohio, Inc. 100.0%
Super Distributors, Inc. Virginia Corporation 100.0%
Super Ice Cream Suppliers, Inc. Virginia Corporation 100.0%
Super Laboratories, Inc. Virginia Corporation 100.0%
Super Pharmacy Network, Inc. Virginia Corporation 100.0%
Super Tobacco Distributors, Inc. Virginia Corporation 100.0%
The Lane Drug Company Rite Aid Corporation 100.0%
The Muir Company Rite Aid Corporation 100.0%
Thrifty Corporation Thrifty PayLess, Inc. 100.0%
Thrifty PayLess, Inc. Rite Aid Corporation 100.0%
Thrifty Wilshire, Inc. Thrifty Corporation 100.0%
Tyler and Sanders Road - Birmingham-Alabama, LLC Harco, Inc. 100.0%
Virginia Corporation K & B, Incorporated 100.0%
W.R.A.C., Inc. Rite Aid Corporation 100.0%
112 Burleigh Avenue Norfolk, LLC Rite Aid of Virginia, Inc. 100.0%
537 Elm Street Corporation Rite Aid Corporation 100.0%
657-659 Broadway St. Corp. Rite Aid Corporation 100.0%
764 South Broadway-Geneva, Ohio, LLC Rite Aid of Ohio, Inc. 100.0%
1515 West State Street Boise, Idaho, LLC Thrifty PayLess, Inc. 100.0%
1525 Cortyou Road - Brooklyn Inc. Rite Aid of New York, Inc. 100.0%
1740 Associates, LLC Rite Aid of Michigan, Inc. 100.0%
3581 Carter Hill Road - Montgomery Corp. Rite Aid Corporation 100.0%
4042 Warrensville Center Road - Warrensville Ohio, Inc. Rite Aid Corporation 100.0%
5277 Associates, Inc. Rite Aid Corporation 100.0%
5600 Superior Properties, Inc. Rite Aid Corporation 100.0%
Inactive Subsidiaries
---------------------
Rite Aid Funding, LLC Rite Aid Corporation 100.0%
912 Elmwood Avenue - Buffalo, LLC Rite Aid of New York, Inc. 100.0%
Drug Palace, Inc. Rite Aid Corporation 100.0%
East Stone Drive & Bloomingdale Pike - Kingsport,
Tennessee, LLC Rite Aid of Tennessee, Inc. 100.0%
Euclid and Wilders Roads - Bay City, LLC Rite Aid of Michigan, Inc. 100.0%
Fiona One Corp. Rite Aid Corporation 100.0%
Fiona Three Corp. Rite Aid Corporation 100.0%
Fiona Two Corp. Rite Aid Corporation 100.0%
Gettysburg & Germantown, LLC Rite Aid of Ohio, Inc. 100.0%
Grand River & Fenkell, LLC Rite Aid Corporation 100.0%
Louisville Avenue & North 18th Street-Monroe, Louisiana,
LLC K & B Louisiana Corporation 100.0%
Main and McPherson - Clyde, LLC Rite Aid of Ohio, Inc. 100.0%
Pharmacy Card, Inc. Rite Aid Corporation 100.0%
Richmond Road & Monticello Boulevard - Richmond Heights,
Ohio, LLC Rite Aid of Ohio, Inc. 100.0%
Rite Aid of Rhode Island, Inc. Rite Aid Corporation 100.0%
Rite Inventory Management Corporation Rite Aid Corporation 100.0%
Route 1 & Hood Road - Fredericksburg, LLC Rite Aid of Virginia, Inc. 100.0%
Route 202 at Route 124 Jaffrey-New Hampshire, LLC Rite Aid of New Hampshire, Inc. 100.0%
Rx USA, Inc. Rite Aid Corporation 80.0%
Sophie Three Corp. Rite Aid Corporation 100.0%
Sophie Two Corp. Rite Aid Corporation 100.0%
TP Retail Corporation Rite Aid Corporation 100.0%
White Shield, Inc. Rite Aid of Pennsylvania, Inc. 100.0%
Notes
-----
#1 - Rite Aid Lease Management Corp. - Common stock owned 64% Thrifty Corporation, 23% Thrifty PayLess, 13% Rite
Aid Corporation.
#2 - Rite Aid Lease Management Corp. - Preferred stock is nonvoting participating. Owned 100% Lehman Brothers.
#3 - Rite Aid Risk Management Corp. - Preferred stock is non-voting participating. Class B Preferred Stock is
owned by Marsh and McLennan Companies, Inc and Class C Preferred Stock is owned by Pine Grove Associates.
MANAGEMENT AND CONTROL
4. Directors and Executive Officers
The following table lists the names and offices held by all
directors and executive officers of the Applicant as of the date of this
Application. The mailing address for each of the individuals listed in the
following table is:
c/o Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Name Office/Position Held
---- --------------------
Robert G. Miller......................................Chairman and Chief Executive Officer
Mary F. Sammons.......................................Director, President and Chief Operating Officer
David R. Jessick......................................Senior Executive Vice President and Chief Administrative
Officer
Elliot S. Gerson......................................Senior Executive Vice President and General Counsel
John T. Standley......................................Senior Executive Vice President and Chief Financial
Officer
James P. Mastrian.....................................Senior Executive Vice President, Marketing and Logistics
Christopher Hall......................................Executive Vice President, Finance and Accounting
Mark Panzer...........................................Executive Vice President, Store Operations
Eric Sorkin...........................................Executive Vice President, Pharmacy Services
Kevin Twomey..........................................Senior Vice President and Chief Accounting Officer
Robert B. Sari........................................Senior Vice President, Deputy General Counsel and
Secretary
William J. Bratton....................................Director
Alfred M. Gleason.....................................Director
George G. Golleher....................................Director
Leonard I. Green......................................Director
Nancy A. Lieberman....................................Director
Stuart M. Sloan.......................................Director
Jonathan D. Sokoloff..................................Director
5. Principal Owners of Voting Securities
Based on public filings, as of February 15, 2002, the owners of 10
percent or more of the Applicant's voting securities are as follows:
------------------------------------ ------------------------ -------------------------- ----------------------------
Name and Complete Mailing Address Title of Class Owned Amount Beneficially Owned Percentage of Voting
Securities Beneficially
Owned(1)
------------------------------------ ------------------------ -------------------------- ----------------------------
Leonard I. Green Common Stock 65,893,299 11.4%(2)
------------------------------------ ------------------------ -------------------------- ----------------------------
Jonathan D. Sokoloff Common Stock 65,504,535 11.3%(3)
------------------------------------ ------------------------ -------------------------- ----------------------------
Green Equity Investors III, L.P. Common Stock 64,799,299 11.2%(4)
------------------------------------ ------------------------ -------------------------- ----------------------------
Putnam Investments, LLC Common Stock 54,207,984 10.5%(5)
------------------------------------ ------------------------ -------------------------- ----------------------------
1 Based on the number of shares of Common Stock outstanding as of December
29, 2001.
2 This amount includes 64,799,299 shares beneficially owned by Green Equity
Investors III, L.P., which is affiliated with Leonard Green & Partners,
L.P., of which Mr. Green is an executive officer and equity owner, and
990,000 shares owned by Verdi Group, Inc., over which Mr. Green has
beneficial ownership. Mr. Green's mailing address is c/o Rite Aid
Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011.
3 This amount includes 64,799,299 shares beneficially owned by Green Equity
Investors III, L.P., which is affiliated with Leonard Green & Partners,
L.P., of which Mr. Sokoloff is an executive officer and equity owner, and
200,000 shares owned by Jonathan D. Sokoloff and Cheryl D. Sokoloff
Family Trust over which Mr. Sokoloff may be deemed to have beneficial
ownership. Mr. Sokoloff's mailing address is c/o Rite Aid Corporation, 30
Hunter Lane, Camp Hill, Pennsylvania 17011.
4 Assuming conversion of all Class D preferred stock by Green Equity
Investors III, L.P. The mailing address for Green Equity Investors III, L.P.
is c/o Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011.
5 This amount, which is disclosed in a report on Schedule 13G dated February
5, 2002, includes 39,099,432 shares in respect of which Putnam Investments,
LLC and Putnam Investment Management, LLC share dispositive power and
15,108,552 shares in respect of which Putnam Investments, LLC and The
Putnam Advisory Company, LLC share dispositive power. The mailing address
for Putnam Investments, LLC is One Post Office Square, Boston,
Massachusetts 02109.
UNDERWRITERS
6. Underwriters
(a) The following is a list of each person who, within
three years prior to the date of filing the
application, acted as an underwriter of any
securities of the Applicant which are outstanding as
of the date of this Application.
UNDERWRITER MAILING ADDRESS TITLE OF CLASS
----------- --------------- UNDERWRITTEN
--------------
Salomon Smith Barney Inc. 388 Greenwich Street 4.75% Convertible Notes
New York, NY 10013 Due December 1, 2006
11 1/4% Senior Notes Due 2008
Credit Suisse First Boston Eleven Madison Avenue 11 1/4% Senior Notes Due 2008
Corporation New York, NY 10010
J.P. Morgan Securities Inc. 270 Park Ave. 4.75% Convertible Notes
New York, NY 10017 Due December 1, 2006
11 1/4% Senior Notes Due 2008
Fleet Securities, Inc. 26 Broadway 11 1/4% Senior Notes Due 2008
New York, NY 10004
(b) Not applicable.
CAPITAL SECURITIES
7. Capitalization
(a) The debt securities and capital stock of the
Applicant as of February 15, 2002:
Title of Class Amount Authorized Amount Outstanding
Capital Stock (in number of shares)
Common Stock, par value $1..................... 1,000,000,000 515,085,296 (at
12/29/01)
Preferred Stock, par value $1.................. 20,000,000 --
Series C Convertible Preferred Stock........... 2,250,000 0
8% Series D Cumulative Convertible
Pay-in-Kind Preferred Stock.................. 6,000,000 3,495,990
Debt Securities (amount in aggregate principal
amount):
6.7% notes due 2001............................ $350,000,000 $7,342,000
5.25% convertible subordinated notes due 2002.. $650,000,000 $152,010,000
10.50% senior secured notes due 2002........... $467,500,000 $21,879,000
6.0% dealer remarketable securities due 2003... $200,000,000 $85,050,000
6.0% notes due 2005............................ $200,000,000 $194,500,000
7.625% notes due 2005.......................... $200,000,000 $198,000,000
12.5% senior secured notes due 2006............ $152,025,000 $143,739,000
4.75% convertible notes due 2006............... $250,000,000 $242,625,000
7.125% notes due 2007.......................... $350,000,000 $350,000,000
6.125% notes due 2008.......................... $150,000,000 $150,000,000
11.25% senior notes due 2008................... $150,000,000 $150,000,000
6.875% senior debentures due 2013.............. $200,000,000 $200,000,000
7.7% notes due 2027............................ $300,000,000 $300,000,000
6.875% debentures due 2028..................... $150,000,000 $150,000,000
(b) The rights of each class of voting securities
referred to above are as follows:
Common Stock. 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 Applicant's Board of Directors,
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 for such share registered in his name on the Applicant's books on all
matters submitted to a vote of stockholders. Except as otherwise provided
by law, the holders of common stock vote as one class. The shares of common
stock do not have cumulative voting rights. As a result, subject to the
voting rights of the holders of any shares of the Applicant's preferred
stock which may at the time be outstanding, the holders of common stock
entitled to exercise more than 50% of the voting rights in an election of
directors can elect 100% of the directors to be elected in a particular
year if they choose to do so. In such event, the holders of the remaining
common stock voting for the election of directors will not be able to elect
any persons to the Applicant's Board of Directors.
Holders of the Applicant's 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.
Preferred Stock. Under the Applicant's Charter, the Applicant's
Board of Directors has the authority, without further stockholder action,
to issue from time to time up to a maximum of 20,000,000 shares of
preferred stock, in one or more series and for such consideration as may be
fixed from time to time by the Board, and to fix before the issuance of any
shares of preferred stock of a particular series, the designation of such
series, the number of shares to comprise such series, the dividend rate or
rates payable with respect to the shares of such series, the redemption
price or prices, if any, and the terms and conditions of any redemption,
the voting rights, any sinking fund provisions for the redemption or
purchase of the shares of such series, the terms and conditions upon which
the shares are convertible or exchangeable, if they are convertible or
exchangeable, and any other relative rights, preferences and limitations
pertaining to such series.
Series C Convertible Preferred Stock. There are no shares of the
Series C preferred stock outstanding. Each holder of Series C preferred
stock is entitled to vote with the holders of common stock and each holder
is entitled to one vote for each whole share of common stock issuable upon
conversion of the holder's Series C preferred stock.
8% Series D Cumulative Convertible Pay-in-Kind Preferred Stock. In
the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Applicant, holders of Series D preferred stock shall be
entitled to receive out of the Applicant's assets legally available for
distribution to stockholders, before any distribution of assets is made to
holders of common stock or any other class or series of capital stock
ranking junior to the Series D preferred stock, a liquidation preference of
$100, subject to certain adjustments, plus all accrued and unpaid dividends
thereon. If, upon any voluntary or involuntary liquidation, dissolution or
winding up of the Applicant, the amounts payable to holders of Series D
preferred stock and any other shares of preferred stock ranking as to such
distribution on a parity with the Series D preferred stock are not paid in
full, the holders of Series D preferred stock and of such other shares of
preferred stock will share ratably in any such distribution of the
Applicant's assets in proportion to the full respective preferential
amounts to which they are entitled.
Each holder of Series D preferred stock is entitled to vote with
holders of common stock and each holder of Series D preferred stock is
entitled to one vote for each share of common stock issuable upon
conversion of such holder's Series D preferred stock. The holders of Series
D preferred stock are entitled to vote separately as a class to elect two
directors to the Applicant's Board of Directors.
Each share of Series D preferred stock is convertible into the
number of shares of the Applicant's common stock equal to the liquidation
preference divided by the conversion price, which is $5.50 per share,
subject to certain anti-dilution adjustments.
Each holder of Series D preferred stock is entitled to receive
cumulative preferential dividends at the rate of 8.0% on the liquidation
preference, payable quarterly in arrears. Dividends shall be paid, at the
Applicant's option, either in cash, additional shares of Series D preferred
stock, or a combination thereof. From time to time, on or after October 25,
2004, the Applicant may redeem shares of Series D preferred stock at 105%
of the liquidation preference plus any unpaid partial dividends to the
applicable redemption date. Holders of Series D preferred stock have no
preemptive rights to subscribe for any additional securities which the
Applicant may issue. The Applicant has granted the holders of Series D
preferred stock certain registration rights with respect to the Series D
preferred stock and the common stock into which the Series D preferred
stock may be converted.
INDENTURE SECURITIES
8. Analysis of Indenture Provisions
The following is a general description of certain provisions of
the Indenture to be qualified and is subject in its entirety by reference
to the form of the Indenture to be qualified, filed as Exhibit T3C hereto.
Terms used below have the same meanings as in the Indenture.
(a) Defaults under the Indenture.
The events of Default set forth in the Indenture include:
(i) default for 30 days in payment of interest on the
Notes;
(ii) default in payment of principal when due;
(iii) failure by the Applicant, or any of the Subsidiary
Guarantors (as defined in the Indenture), (after the specified grace
period) to comply with the provisions of the Indenture relating to
merger, consolidation and sale of assets;
(iv) failure by the Applicant, or any of the Subsidiary
Guarantors (as defined in the Indenture), (after specified notice to
it and after the specified grace period), to observe or perform any
other covenant, condition or agreement in the Indenture;
(v) the default under any instrument governing other
indebtedness of the Applicant, which (x) shall occur as a result of
failure to pay principal at final maturity of such indebtedness
(after specified notice to it and after the specified grace period),
or (y) which shall result in the declaration of such indebtedness to
be due and payable prior to its scheduled maturity, provided, in each
case, the aggregate of such indebtedness, together with the principal
amount or any other indebtedness under which there has been such
failure or default, is at least $10,000,000;
(vi) default under the Second Priority Facilities (as
defined in the Indenture) which (x) results in the declaration of
such indebtedness to be due and payable prior to its scheduled
maturity, or (y) which permits the lenders under any of the Second
Priority Facilities to declare such indebtedness to be due and
payable prior to its scheduled maturity, provided such default
continues for 25 days and which, in the case of (y) above, has not
been remedied or cured pursuant to the terms of the Second Priority
Facilities;
(vii) certain events of bankruptcy or insolvency relating
to the Applicant or certain of its subsidiaries as specified in the
Indenture;
(viii) any guarantee under the Second Priority Subsidiary
Guarantee Agreement (as defined in the Indenture) ceasing to be in
full force and effect, other than in accordance with the terms of the
Indenture or the Second Priority Subsidiary Guarantee Agreement (as
defined in the Indenture), or any Subsidiary Guarantor (as defined in
the Indenture) denying or disaffirming its obligations under that
agreement; and
(ix) the material impairment of the security interests
under the Second Priority Collateral Documents (as defined in the
Indenture) other than due to the satisfaction in full of all
obligations thereunder and under the Indenture and the discharge of
the Second Priority Collateral Documents (as defined in the
Indenture) and the Indenture, or any security interest created under
the Indenture being declared invalid or unenforceable, or the
Applicant or any of its Subsidiaries (as defined in the Indenture)
asserting that any such security interest is invalid or
unenforceable.
The Indenture provides that the Trustee will give the Note holders
notice of all defaults under the Indenture, provided that, in the case of
default described in paragraph (iv) above, no such notice shall be given
until at least 30 days after the occurrence of the default in the payment
of principal of or interest on any of the Notes.
In case any Event of Default (as defined in the Indenture) will
occur and be continuing, the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding, may direct the Trustee to
declare the principal of and all accrued interest on all the Notes to be
due and payable immediately. If an Event of Default (as defined in the
Indenture) as described in paragraph (vii) above occurs, the principal and
any accrued interest on the outstanding Notes shall become immediately due
and payable without any declaration or other act of the Trustee or any
holder of the Notes. At any time after such declaration has been made and
prior to the Trustee obtaining a decree or judgment for payment of the
money due such declaration may be rescinded by holders of a majority in
principal amount of the Notes, if (x) all existing Events of Default, other
than non-payment of the Notes that have become due and payable due to the
Trustee's declaration, have been cured or waived, and (y) the Applicant has
paid or deposited with the Trustee a sum sufficient to pay all overdue
interest on the Notes and interest on overdue interest, the principal and
interest on all Notes that have become due and payable other than by the
Trustee's declaration, and certain expenses and compensation of the
Trustee. If the Event of Default is one of the certain events of bankruptcy
or insolvency specified in the Indenture to constitute an Event of Default,
all outstanding Notes shall be due and payable immediately without further
action or notice.
Defaults may be waived by the holders of a majority in principal
amount of the Notes, upon the conditions provided in the Indenture, except
that such holders may not waive a default in payment of principal or
interest on the Notes, or a default in respect of a covenant or provision
which, under the terms of the Indenture, cannot be modified or amended
without the consent of the holders of each outstanding Note affected by
such covenant or provision.
The Indenture provides that the Applicant will file annually with
the Trustee a certificate regarding compliance by the Applicant with the
terms of the Indenture and specifying any defaults of which the signers may
have knowledge.
(b) Authentication and Delivery of the Notes.
The Notes to be issued under the Indenture may from time to time
be executed on behalf of the Applicant by its chairman of the board of
directors, its vice chairman, its president, one of its vice presidents or
its secretary and delivered to the Trustee for authentication and delivery
in accordance with the Applicant's order and the Indenture. No Note shall
be valid unless it bears a certificate of authentication, as provided in
the Indenture, executed by manual signature of the Trustee, and such
certificate shall be conclusive evidence that such Note has been duly
authenticated under the Indenture.
There will be no proceeds (and therefore no application of such
proceeds) from the issuance of the Notes because the Notes will be issued
as part of an exchange for claims of the plaintiffs pursuant to the
Settlement.
(c) Release or Substitution of Property.
Under the terms set forth in the Intercreditor Agreement, (as
defined in the Indenture), liens on property held as Collateral (as defined
in the Intercreditor Agreement) being disposed of in a permitted
disposition will be released automatically upon consummation of such
disposition, without the need for any consent or approval by any party,
including, without limitation, the Trustee. The necessary parties are
required to execute such documents as are reasonably necessary to
effectuate such release at the expense of the Applicant.
In addition, liens on any Collateral may be released in whole or
in part by the Second Priority Collateral Trustee (as defined in the
Indenture) pursuant to written directions signed by the Second Priority
Instructing Group (as defined in the Intercreditor Agreement). The release
of all or substantially all of the Second Priority Collateral (as defined
in the Intercreditor Agreement) requires the written consent of all Second
Priority Secured Parties (as defined in the Intercreditor Agreement). To
the extent the obligations owing to any Second Priority Secured Party are
paid in full (and any commitments related thereto are terminated), the
consent of such party shall not be required for any release.
(d) Satisfaction and Discharge of the Indenture.
The Indenture will be discharged and will cease to be of further
effect, (except as to (i) rights of registration of transfer and exchange
and the Applicant's right of optional redemption, (ii) substitution of
destroyed, lost or stolen Notes, (iii) rights of holders to receive payment
of principal and interest on the Notes, (iv) rights, obligations and
immunities of the Trustee, and (v) rights of the holders of the Notes as
beneficiaries of the Indenture with respect to property deposited with the
Trustee payable to all or any of them) when:
(i) either (1) all the Notes that have been authenticated
(other than Notes which were destroyed, lost or stolen and which
were replaced or paid or Notes for whose payment money has
theretofore been deposited in trust and thereafter repaid to the
Applicant) have been delivered to the Trustee for cancellation; or
(2) all Notes that have not been delivered to the Trustee for
cancellation have become due and payable, or will become due and
payable within one year; or (3) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for
giving the notice of redemption by the Trustee in the name, and at
the expense, of the Applicant, and, in the case of (1), (2) or (3)
above, the Applicant has deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose sufficient to
pay and discharge the entire indebtedness on the Notes not
delivered to the Trustee for cancellation, including the
principal and interest on such Notes to maturity or redemption;
(ii) the Applicant has paid or caused to be paid all other
sums payable under the Indenture by the Applicant; and
(iii) the Applicant has delivered to the Trustee an
Officers' Certificate (as defined in the Indenture) and an Opinion
of Counsel (as defined in the Indenture) each stating that all
conditions precedent relating to the satisfaction and discharge of
the Indenture have been complied with.
All money deposited with the Trustee, as described above, shall be
held in trust and applied by it, in accordance with the provisions of the
Notes and the Indenture, to the payment of the principal and interest for
whose payment such money has been deposited with the Trustee. However, any
money deposited with the Trustee, or any Paying Agent (as defined in the
Indenture), or then held by the Applicant, in trust for the payment of the
principal of or interest on any Note and remaining unclaimed for two years
after such principal or interest has become due and payable shall promptly
be paid to the Applicant on the Applicant's request, or (if then held by
the Applicant) shall be discharged from such trust; and the holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Applicant for payment thereof, and all liability of the Trustee with
respect to such trust money, and all liability of the Applicant as trustee
thereof, shall cease, provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense
of the Applicant cause to be published once, in a newspaper in English
language customarily published once on each Business Day (as defined in the
Indenture) and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification,
publication and mailing, any unclaimed balance of such money then remaining
will promptly be repaid to the Applicant.
(e) Evidence of Compliance with Conditions.
The Indenture requires that the Applicant will deliver to the
Trustee, annually, a certificate regarding compliance by the Applicant with
the terms of the Indenture and specifying any defaults of which the signers
may have knowledge.
Upon any request or application by the Applicant to the Trustee to
take any action under the Indenture, the Applicant is required to furnish
to the Trustee an Officer's Certificate (as defined in the Indenture), or
an Opinion of Counsel (as defined in the Indenture), as may be required by
the Trustee, to the effect that all conditions and covenants, if any,
provided for in the Indenture relating to the proposed actions have been
satisfied.
9. Other Obligors
Each of the following Subsidiary Guarantors (as defined in the
Indenture) have jointly and severally guaranteed the Applicant's payment
obligations under the Indenture. The mailing address for each of the
following is:
c/o Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
112 Burleigh Avenue Norfolk, LLC
1515 West State Street Boise, Idaho, LLC
1525 Cortyou Road - Brooklyn Inc.
1740 Associates, LLC
3581 Carter Hill Road - Montgomery Corp.
4042 Warrensville Center Road - Warrensville Ohio, Inc.
5277 Associates, Inc.
537 Elm Street Corporation
5600 Superior Properties, Inc.
657-659 Broadway St. Corp.
764 South Broadway- Geneva, Ohio, LLC
Ann & Government Streets- Mobile, Alabama, LLC
Apex Drug Stores, Inc.
Baltimore/Annapolis Boulevard & Governor Richie Hwy-Glen Burnie, MD, LLC
Broadview and Wallings -Broadview Heights Ohio, Inc.
Central Avenue and Main Street- Petal, MS, LLC
Dominion Action Four Corporation
Dominion Action One Corporation
Dominion Action Three Corporation
Dominion Action Two Corporation
Dominion Drug Stores Corporation
Drug Fair of PA, Inc.
Drug Fair, Inc.
Eagle Managed Care Corp.
Eighth and Water Streets- Uhrichsville, Ohio, LLC
England Street-Asheland Corporation
GDF, Inc.
Gettysburg and Hoover-Dayton, Ohio, LLC
Gratiot & Center- Saginaw Township, Michigan, LLC
Harco, Inc.
Jaime Nathan Travis Corporation
K&B Alabama Corporation
K&B Florida Corporation
K&B Louisiana Corporation
K&B Mississippi Corporation
K&B Services, Inc.
K&B Tennessee Corporation
K&B Texas Corporation
K&B Trainees, Inc.
K&B, Incorporated
Katz & Besthoff, Inc.
Keystone Centers, Inc.
Lakehurst and Broadway Corporation
Mayfield & Chillicothe Roads- Chesterland, LLC
Munson & Andrews, LLC
Name Rite, LLC
Northline & Dix- Toledo- Southgate, LLC
Ocean Acquisition Corporation
P.L.D. Enterprises, Inc.
Patton Drive and Navy Boulevard Property Corporation
Paw Paw Lake Road & Paw Paw Avenue- Coloma, Michigan, LLC
PDS-1 Michigan, Inc.
Perry Distributors, Inc.
Perry Drug Stores, Inc.
PL Xpress, Inc.
Portfolio Medical Services, Inc.
Rack Rite Distributors, Inc.
Ram-Utica, Inc.
RDS Detroit, Inc.
Reads, Inc.
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs. Corp.
Rite Aid of Alabama, Inc.
Rite Aid of Connecticut, Inc.
Rite Aid of Delaware, Inc.
Rite Aid of Florida, Inc.
Rite Aid of Georgia, Inc.
Rite Aid of Illinois, Inc.
Rite Aid of Indiana, Inc.
Rite Aid of Kentucky, Inc.
Rite Aid of Maine, Inc.
Rite Aid of Maryland, Inc.
Rite Aid of Massachusetts, Inc.
Rite Aid of Michigan, Inc.
Rite Aid of New Hampshire, Inc.
Rite Aid of New Jersey, Inc.
Rite Aid of New York, Inc.
Rite Aid of North Carolina, Inc.
Rite Aid of Ohio, Inc.
Rite Aid of Pennsylvania, Inc.
Rite Aid of South Carolina, Inc.
Rite Aid of Tennessee, Inc.
Rite Aid of Vermont, Inc.
Rite Aid of Virginia, Inc.
Rite Aid of Washington, D.C., Inc.
Rite Aid of West Virginia, Inc.
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Transport, Inc.
Rite Aid Venturer #1, Inc.
Rite Fund, Inc.
Rite Investments Corporation
Rx Choice, Inc.
Script South, Inc.
Seven Mile and Evergreen- Detroit, LLC
Silver Springs Road- Baltimore, Maryland/One, LLC
Silver Springs Road- Baltimore, Maryland/Two, LLC
Sophie One Corp.
State & Fortification Streets- Jackson, Mississippi, LLC
State Street and Hill Road- Gerard, Ohio, LLC
Super Distributors, Inc.
Super Ice Cream Suppliers, Inc.
Super Laboratories, Inc.
Super Pharmacy Network, Inc.
Super Tobacco Distributors, Inc.
The Lane Drug Company
The Muir Company
Thrifty Corporation
Thrifty PayLess, Inc.
Thrifty Wilshire, Inc.
Tyler and Sanders Roads, Birmingham- Alabama, LLC
Virginia Corporation
W.R.A.C., Inc.
Fairground, LLC
Laverdiere's Enterprises, Inc.
Contents of Application for Qualification. This application for
qualification comprises:
(a) Pages numbered 1 to 20 consecutively.
(b) The statement of eligibility and qualification on
Form T-1 of BNY Midwest Trust Company, as Trustee
under the Indenture to be qualified (included
as Exhibit 25.1 hereto).
(c) The following Exhibits in addition to those filed as
part of the statement of eligibility and
qualification of such Trustee:
Exhibit T3A.1 Restated Certificate of Incorporation dated December
12, 1996 (filed as Exhibit 3(i) to the Applicant's
Form 8-K filed on November 2, 1999 and incorporated
by reference herein).
Exhibit T3A.2 Certificate of Amendment to the Restated Certificate
of Incorporation dated October 25, 1999 (filed as
Exhibit 3(ii) to the Applicant's Form 8-K filed on
November 2, 1999 and incorporated by reference herein).
Exhibit T3A.3 Series C Preferred Stock Certificate of Designation
dated June 26, 2001 (filed as Exhibit 3.3 to the
Applicant's Registration Statement on Form S-1, File
No. 333-64950, filed on July 12, 2001 and
incorporated by reference herein).
Exhibit T3A.4 Certificate of Amendment to Restated Certificate of
Incorporation dated June 27, 2001 (filed as Exhibit
3.4 to the Applicant's Registration Statement on Form
S-1, File No 333-64960, filed on July 12, 2001 and
incorporated by reference herein).
Exhibit T3.5 8% Series D Cumulative Convertible Pay-in-Kind
Preferred Stock Certificate of Designation dated
October 3, 2001 (filed as Exhibit 3.5 to the
Applicant's Quarterly Report on Form 10-Q, filed on
October 12, 2001 and incorporated by reference herein).
Exhibit T3B.1 By-laws, as amended on November 8, 2000 (filed as
Exhibit 3.1 to the Applicant's Form 8-K filed on
November 13, 2000 and incorporated by reference herein).
Exhibit T3B.2 Amendment to By-laws, adopted January 30, 2002.
Exhibit T3C Form of Indenture between Rite Aid Corporation, and
BNY Midwest Trust Company, as Trustee.
Exhibit T3D.1 Stipulation and Agreement of Settlement of the class
action and derivative lawsuits, dated as of December
18, 2001.
Exhibit T3D.2 Memorandum of the United States District Court for
the Eastern District of Pennsylvania, dated June 8, 2001.
Exhibit T3D.3 Revised Order and Final Judgment of United States
District Court for the Eastern District of
Pennsylvania, dated August 16, 2001.
Exhibit T3D.4 Revised Order of Final Judgment and Dismissal of
United States District Court for the Eastern District
of Pennsylvania, dated August 16, 2001.
Exhibit T3F Cross-reference sheet (included as part of Exhibit T3C).
Exhibit 25.1 Form T-1 qualifying BNY Midwest Trust Company as
Trustee under the Indenture to be qualified.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the applicant, Rite Aid Corporation, a corporation organized and existing
under the laws of State of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of New York, and
State of New York, on the 4th day of March 2002.
[SEAL] RITE AID CORPORATION
By: /s/ Elliot S. Gerson
-----------------------------
(Name) Elliot S. Gerson
Senior Executive Vice President
and General Counsel
-----------------------------
(Title)
Attest: /s/ Robert B. Sari
-------------------------
Robert B. Sari
Secretary