-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJuR/Hp14hap9jEiTyQV6f1WB/yHoUn3jiC6zZSzIfeUAS6k4Ckb+1LhBDJNVcgV GWOhZ1TQ200Fpe1FcSTihA== 0000950172-01-000345.txt : 20010411 0000950172-01-000345.hdr.sgml : 20010411 ACCESSION NUMBER: 0000950172-01-000345 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010313 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RITE AID CORP CENTRAL INDEX KEY: 0000084129 STANDARD INDUSTRIAL CLASSIFICATION: 5912 IRS NUMBER: 231614034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0302 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05742 FILM NUMBER: 1572585 BUSINESS ADDRESS: STREET 1: 30 HUNTER LANE CITY: CAMP HILL OWN STATE: PA ZIP: 17011 BUSINESS PHONE: 7177612633 MAIL ADDRESS: STREET 1: PO BOX 3165 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: LEHRMAN LOUIS & CO DATE OF NAME CHANGE: 19680510 FORMER COMPANY: FORMER CONFORMED NAME: RACK RITE DISTRIBUTORS DATE OF NAME CHANGE: 19680510 8-K 1 0001.txt 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 13, 2001 RITE AID CORPORATION - - ----------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-5742 23-1614034 - - ----------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 30 Hunter Lane, Camp Hill, Pennsylvania 17011 - - ----------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (717) 761-2633 None - - ----------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On March 13, 2001 Rite Aid Corporation ("Rite Aid") was paid $200 million plus accrued and unpaid interest of approximately 9.83 million in connection with the repayment by AdvancePCS, a Delaware Corporation ("AdvancePCS"), of the $200 million Senior Subordinated Notes of AdvancePCS Rite Aid received as partial consideration for the sale of Rite Aid's PCS Health Systems subsidiary to AdvancePCS in October 2000. On March 14, 2001, Rite Aid, pursuant to the Purchase Agreement dated March 8, 2001 (the "Purchase Agreement"), between Rite Aid, AdvancePCS and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other U.S. underwriters named on Schedule A thereto (collectively, the "U.S. Underwriters"), for whom Merrill Lynch, Banc of America Securities LLC, Credit Suisse First Boston Corporation, J.P. Morgan Securities LLC, CIBC World Markets Corp. and the Robinson-Humphrey Company, acting as representatives (the "Representatives"), and (ii) the International Purchase Agreement, dated March 8, 2001 (together with the Purchase Agreement, the "Purchase Agreements"), between Rite Aid, AdvancePCS and Merrill Lynch International and each of the other international underwriters named on Schedule A thereto (collectively, the "International Managers" and, together with the U.S. Underwriters, the "Underwriters"), for whom Merrill Lynch International, Banc of America International Limited, Credit Suisse First Boston (Europe) Limited, J.P. Morgan Securities Ltd., CIBC World Markets plc and the Robinson-Humphrey Company LLC, are acting as lead managers, sold 5,434,783 shares of AdvancePCS Class A common stock, par value $.01 per share (the "Common Stock") to the Underwriters. Rite Aid realized net proceeds of $247,146,757. On March 14, 2001, the Underwriters, pursuant to the Purchase Agreements, exercised their over allotment option in full and on March 19, 2001, Rite Aid sold 815,117 shares of Common Stock to the Underwriters. Rite Aid realized net proceeds of $37,067,446. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release, dated March 14, 2001. 99.2 Press Release dated March 20, 2001. 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: March 20, 2001 By: /s/ Elliot S. Gerson -------------------------------------- Name: Elliot S. Gerson Title: Senior Executive Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description - - ----------- ----------- 99.1 Press Release, dated March 14, 2001. 99.2 Press Release dated March 20, 2001. EX-99 2 0002.txt EXHIBIT 99.1 - PRESS RELEASE CONTACT: Investors Media Dave Jessick Karen Rugen 717-975-5750 717-730-7766 or investor@riteaid.com FOR IMMEDIATE RELEASE RITE AID TO REDUCE DEBT BY $726.4 MILLION RITE AID RECEIVES $200 MILLION FROM ADVANCEPCS REPAYMENT OF SENIOR SUBORDINATED NOTES, TO NET $ 247.1 MILLION FROM SALE OF ADVANCEPCS COMMON STOCK $279.3 MILLION OF DEBT EXCHANGED FOR COMMON STOCK IN EXCHANGE OFFERS CAMP HILL, PA, March 14, 2001 - Rite Aid Corporation (NYSE, PSE: RAD) announced today that it will reduce debt by approximately $726.4 million with proceeds from the sale of approximately 5.4 million shares of AdvancePCS common stock, the repayment by AdvancePCS of senior subordinated notes and the exchange of approximately $279.3 million of debt for common stock in exchange offers which expired yesterday. The company said that this reduction of debt, after allowing for the elimination of interest Rite Aid would have received from the AdvancePCS' senior subordinated notes, will reduce net annual cash interest payments by approximately $31.3 million. Rite Aid said it would net approximately $247.1 million from the sale on March 14, 2001, of AdvancePCS common stock and that it received $200 million plus accrued interest on March 13, 2001, from AdvancePCS' repayment of the senior subordinated notes. Both the stock and notes were received as part of the consideration for the sale of Rite Aid's PCS Health Systems, Inc. subsidiary to Advance Paradigm, now called AdvancePCS, in October 2000. The sale of the stock and the repayment of the notes bring the total value of the consideration Rite Aid received for PCS to approximately $1.5 billion. The company said that it could additionally receive up to approximately $37 million, which would be used to further reduce debt, if the underwriters exercise in full their over allotment option to purchase an additional 815,117 shares of stock from Rite Aid in the AdvancePCS' secondary public offering. - MORE - Rite Aid also announced that pursuant to its previously announced exchange offers, it has accepted for exchange approximately $201.4 million principal amount, or 56.4% of the total amount outstanding, of its currently outstanding 5.25% Convertible Subordinated Notes due 2002, and approximately $77.9 million principal amount, or 41.5% of the total amount outstanding, of its currently outstanding 6.0% Dealer Remarketable Securities due 2003.1 In exchange for the Convertible Subordinated Notes, Rite Aid will issue a total of 29,204,160 shares of its common stock and in exchange for the Dealer Remarketable Securities, Rite Aid will issue a total of 12,072,175 shares of its common stock. Rite Aid will also pay accrued and unpaid interest on the exchanged securities in cash in the total amount of approximately $7.4 million. "We are extremely pleased with the results of these transactions, which mark yet another positive step in Rite Aid's turnaround plan," said Bob Miller, Rite Aid chairman and chief executive officer. "With this reduction, other debt for equity exchanges and the pay down of debt we made with cash proceeds received in the PCS sale, we have reduced Rite Aid's debt by more than $1.9 billion since last June." Rite Aid Corporation is one of the nation's leading drugstore chains with annual revenues of more than $14 billion and approximately 3,700 stores in 30 states and the District of Columbia. Certain statements in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Rite Aid to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially from those in the forward-looking statements due to various factors, including those set forth under the captions "Cautionary Statement Regarding Forward-Looking Statements" in Rite Aid's filing with the Securities and Exchange Commission. - - -------- 1 Dealer Remarketable Securities (SM) is a service mark of J.P. Morgan Inc. EX-99 3 0003.txt EXHIBIT 99.2 - PRESS RELEASE CONTACT: Investors Media Dave Jessick Karen Rugen 717-975-5750 717-730-7766 or investor@riteaid.com FOR IMMEDIATE RELEASE RITE AID REDUCES DEBT BY AN ADDITIONAL $37.1 MILLION WITH PROCEEDS FROM SALE OF ADDITIONAL ADVANCEPCS STOCK ADDITIONAL STOCK SALE BRINGS TOTAL OF RITE AID'S RECENT DEBT REDUCTION TO $763.5 MILLION CAMP HILL, PA, March 20, 2001--Rite Aid Corporation (NYSE, PSE: RAD) announced today that it has further reduced debt by approximately $37.1 million from the sale of an additional 815,117 shares of AdvancePCS common stock. This brings Rite Aid's total debt reduction in the last week to approximately $763.5 million. The additional $37.1 million was received after the underwriters of the AdvancePCS' secondary public offering exercised in full their over allotment option in full to purchase the additional shares. Rite Aid said that the aggregate reduction of debt of $763.5 million will reduce the company's net annual cash interest payments by approximately $34.3 million. The company last week announced that it had reduced debt by approximately $726.4 million with approximately $247.1 million in proceeds from the sale of approximately 5.4 million shares of AdvancePCS common stock, the $200 million repayment by AdvancePCS' of senior subordinated notes and the exchange of approximately $279.3 million of debt for common stock in exchange offers that expired on March 13. The company received both the notes and 6.25 million shares of AdvancePCS common stock as part of the consideration for the sale of Rite Aid's PCS Health Systems, Inc. subsidiary to Advance Paradigm, now called AdvancePCS, in October 2000. The sale of the stock and the repayment of the notes bring the total value of the consideration Rite Aid received for PCS to approximately $1.5 billion. Rite Aid Corporation is one of the nation's leading drugstore chains with annual revenues of more than $14 billion and approximately 3,700 stores in 30 states and the District of Columbia. Certain statements in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Rite Aid to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially from those in the forward-looking statements due to various factors, including those set forth under the captions "Cautionary Statement Regarding Forward-Looking Statements" in Rite Aid's filing with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----