SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) March 5, 2003
(February 12, 2003)
RITE AID CORPORATION
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(Exact name of registrant as specified in its 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 February 6, 2003, Rite Aid Corporation issued a Current Report on Form 8-K,
which included a press release of the same date as Exhibit 99.1, announcing
the terms of an offering of $300 million of its 9 1/2% senior secured notes
due 2011. As described in the February 6, 2003 8-K and press release, on
February 12, 2003, Rite Aid Corporation issued $300 million of its 9 1/2%
senior secured notes due 2011.
As described in the February 6, 2003 8-K and press release, in conjunction
with the offering, Rite Aid redeemed all $149.5 million aggregate principal
amount of its senior secured (shareholder) notes due 2006. Also as
described in the February 6, 2003 8-K and press release, the net proceeds
of the offering were used to retire $118.6 million of Rite Aid's 6.0%
fixed-rate senior notes due 2005 and the remainder of the net proceeds will be
used for general corporate purposes, which may include capital expenditures
and additional repayments or repurchases of its outstanding indebtedness.
The notes due 2011 have not been registered under the Securities Act and may
not be offered or sold in the United States without registration or an
applicable exemption of registration requirements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
4.1 Indenture dated as of February 12, 2003, among Rite Aid
Corporation, as Issuer, each of the Subsidiary Guarantors named
therein, and BNY Midwest Trust Company, as Trustee relating to Rite
Aid's 9 1/2% Senior Secured Notes due 2011.
10.1 Purchase Agreement dated as of February 5, 2003, by and between
Rite Aid Corporation, the Subsidiary Guarantors named therein,
Salomon Smith Barney Inc., J.P. Morgan Securities Inc, Credit
Suisse First Boston LLC, and Fleet Securities, Inc., as the initial
purchasers of Rite Aid's 9 1/2% Senior Secured Notes due 2011.
10.2 Exchange and Registration Rights Agreement dated as of February 12,
2003, by and between Rite Aid Corporation, the Subsidiary
Guarantors named therein, Salomon Smith Barney Inc., J.P. Morgan
Securities Inc, Credit Suisse First Boston LLC, and Fleet
Securities, Inc., as initial purchasers, for the benefit of the
holders of Rite Aid's 9 1/2% Senior Secured Notes due 2011.
SIGNATURES
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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: March 4, 2003 By: /s/ Robert B. Sari
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Name: Robert B. Sari
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
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Exhibit No. Description
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4.1 Indenture dated as of February 12, 2003, among Rite Aid
Corporation, as Issuer, each of the Subsidiary Guarantors named
therein, and BNY Midwest Trust Company, as Trustee relating to
Rite Aid's 9 1/2% Senior Secured Notes due 2011.
10.1 Purchase Agreement dated as of February 5, 2003, by and between
Rite Aid Corporation, the Subsidiary Guarantors named therein,
Salomon Smith Barney Inc., J.P. Morgan Securities Inc, Credit
Suisse First Boston LLC, and Fleet Securities, Inc., as the
initial purchasers of Rite Aid's 9 1/2% Senior Secured Notes due
2011.
10.2 Exchange and Registration Rights Agreement dated as of February
12, 2003, by and between Rite Aid Corporation, the Subsidiary
Guarantors named therein, Salomon Smith Barney Inc., J.P. Morgan
Securities Inc, Credit Suisse First Boston LLC, and Fleet
Securities, Inc., as initial purchasers, for the benefit of the
holders of Rite Aid's 9 1/2% Senior Secured Notes due 2011.