-----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, NfCnab5/fQBvVcev4jXr7xU3qBv4Z75rkUga4L06oZVJd488A44/z9yZZFqxD1lD 7jOv/XdGKR8y619GUrcm0g== /in/edgar/work/20000808/0000950150-00-000647/0000950150-00-000647.txt : 20000921 0000950150-00-000647.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950150-00-000647 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000808 SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-10478 FILM NUMBER: 688652 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN EQUITY INVESTORS III LP CENTRAL INDEX KEY: 0001072272 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 MAIL ADDRESS: STREET 1: C/O LEONARD GREEN & PARTNERS LP STREET 2: 11111 SANTA MONICA BLVD - SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D 1 sc13d.txt SCHEDULE 13D 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __)* RITE AID CORPORATION (NAME OF ISSUER) COMMON STOCK, $1.00 PAR VALUE (TITLE OF CLASS OF SECURITIES) 767754104 (CUSIP NUMBER) ANTHONY T. ILER, ESQ. IRELL & MANELLA LLP 333 SOUTH HOPE STREET, SUITE 3300 LOS ANGELES, CA 90071 (213) 620-1555 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) DECEMBER 9, 1999 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - -------------------------------------------------------------------------------- (1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2
- ------------------- ----------------- CUSIP NO. 767754104 13D Page 1 of 1 Page - ------------------- ----------------- ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Green Equity Investors III, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 57,571,389 shares of Common Stock issuable upon conversion of 3,166,426 shares of Rite Aid's 8% Series B Cumulative Convertible Pay-In-Kind Preferred Stock - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER -0- SHARES - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 57,571,389 shares of Common Stock issuable upon conversion of 3,166,426 shares of Rite Aid's 8% Series B Cumulative Convertible Pay-In-Kind Preferred Stock - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- SHARES - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,571,389 shares of Common Stock issuable upon conversion of 3,166,426 shares of Rite Aid's 8% Series B Cumulative Convertible Pay-In-Kind Preferred Stock - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.9% beneficial ownership of the voting stock based on 329,491,633 shares of Common Stock outstanding on June 30, 2000 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN ================================================================================
-2- 3 SCHEDULE 13D This Schedule 13D is being filed by Green Equity Investors III, L.P. ("GEI III"), with respect to the shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Rite Aid Corporation, a Delaware corporation (the "Issuer"). GEI III beneficially owns 3,166,426 shares of the 8% Series B Cumulative Convertible Pay-In-Kind Preferred Stock of the Issuer. As of the date of this statement, (i) those shares are convertible into 57,571,389 shares of Common Stock and (ii) GEI III does not directly own any shares of Common Stock. ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, $1.00 par value per share (the "Common Stock"), of Rite Aid Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. The Issuer's telephone number is (717) 761-2633. ITEM 2(a), (b), (c) AND (f). IDENTITY AND BACKGROUND. This statement is being filed by Green Equity Investors III, L.P., a Delaware limited partnership ("GEI III"). The principal place of business of GEI III is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025. The general partner of GEI III is GEI Capital III, L.L.C., a Delaware limited liability company ("GEI"). LGP Management, Inc., a Delaware corporation ("LGPM"), is the general partner of Leonard Green & Partners, L.P., a Delaware limited partnership ("LGP"), which is an affiliate of GEI and the management company of GEI III. The principal place of business of each of GEI, LGPM and LGP is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025. As a result of their relationship with GEI III, each of GEI, LGPM and LGP may be deemed to have indirect beneficial ownership of the Common Stock of which GEI III has beneficial ownership; however, each of GEI, LGPM and LGP disclaims beneficial ownership of such shares of Common Stock. Leonard I. Green, Jonathan D. Sokoloff, John G. Danhakl, Gregory J. Annick, Peter J. Nolan and Jonathan A. Seiffer, each an individual United States citizen having a principal business address at 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025, either directly (whether through ownership interest or position) or through one or more intermediaries, may be deemed to control GEI, LGPM and LGP. As stated above, GEI, LGPM and LGP may be deemed to share beneficial ownership with respect to the Common Stock of which GEI III has beneficial ownership. As such, Messrs. Green, Sokoloff, Danhakl, Annick, Nolan and Seiffer may be deemed to have shared beneficial ownership of such shares of Common Stock. However, such individuals disclaim beneficial ownership of such shares of Common Stock. Each of Leonard I. Green and Jonathan D. Sokoloff are directors of the Issuer. -3- 4 ITEM 2(d) CRIMINAL CONVICTIONS IN LAST FIVE YEARS: Neither GEI III nor any person disclosed in response to Item 2 has been convicted in a criminal proceeding during the last five years. ITEM 2(e) CERTAIN CIVIL PROCEEDINGS IN LAST FIVE YEARS: Neither GEI III nor any person disclosed in response to Item 2 has been party to any civil proceeding of a judicial or administrative body and as a result of which it was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. GEI III acquired its shares of Series B Preferred Stock on December 9, 1999 upon the exchange of its shares of the Issuer's 8% Series A Cumulative Convertible Pay-In-Kind Preferred Stock (the "Series A Preferred Stock"). GEI III purchased its shares of Series A Preferred Stock on October 27, 1999 for $300,000,000 from working capital. ITEM 4: PURPOSE OF TRANSACTION. GEI III acquired the Series B Preferred Stock for investment purposes. GEI III also intends to participate in the management of the Issuer through its representation on the Issuer's Board of Directors. For further information, see Items 2 and 6 hereof. Except as disclosed in this Item 4, neither GEI III nor any other person disclosed in response to Item 2 has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Although GEI III does not directly own any shares of Common Stock of the Issuer as of the date of this statement, upon conversion of its 3,166,426 shares of Series B Preferred Stock, GEI III beneficially owns 57,571,389 shares of Common Stock representing approximately 14.9% of the Issuer's voting stock. The percentage of voting stock indicated is based on 329,491,633 shares of Common Stock outstanding on June 30, 2000. (b) GEI III has sole voting and dispositive power with respect to aforementioned 3,166,426 shares of Series B Preferred Stock and 57,571,389 shares of Common Stock. (c) Neither GEI III nor any other person disclosed in response to Item 2 has effected any transactions in the Common Stock in the last 60 days. (d) Not applicable. -4- 5 (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On October 27, 1999, GEI III purchased 3,000,000 shares of the Issuer's Series A Preferred Stock at a purchase price of $100 per share. On December 9, 1999, GEI III exchanged all of its shares of Series A Preferred Stock for an equivalent number of shares of Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into shares of Common Stock at a current conversion price of $5.50 per share (subject to certain adjustments). The holders of Series B Preferred Stock vote together with holders of the Issuer's Common Stock as a single class, and each share of Series B Preferred Stock entitles the holder thereof to one vote for each share of Common Stock issuable upon conversion of such share of Series B Preferred Stock. The holders of the Series B Preferred Stock are also entitled to vote separately as a class to elect two directors to the Issuer's Board of Directors. Pursuant to a letter agreement dated as of October 27, 1999 between the Issuer and GEI III, in the event the Series B Preferred Stock is converted into shares of Common Stock, for so long as GEI III continues to hold 50% or more of such shares of Common Stock, GEI III will be entitled to vote separately to elect two directors to the Issuer's Board of Directors. In consideration of the aforesaid purchase, the Issuer granted GEI III certain registration rights with respect to the Series B Preferred Stock and the Common Stock into which it is convertible pursuant to the terms of a Registration Rights Agreement, dated October 27, 1999, by and between the Issuer and GEI III. In a letter agreement of that same date, GEI III agreed to a number of customary "standstill" provisions restricting GEI III's ability to, among other things, acquire the Issuer's securities, vote and solicit of proxies with respect to the Issuer's common stock and propose or participate in any change in control or similar transaction involving the Issuer. These restrictions lapse on October 27, 2001. Other than the matters disclosed in response to Items 4, 5 and 6 and other than as set forth in the ultimate sentence of this paragraph, neither GEI III nor any other person disclosed in response to Item 2 is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. In fiscal 1999, each of Messrs. Green and Sokoloff was granted a restricted stock award of 2,000 shares of Common Stock, which award was made to each of the Issuer's non-employee directors. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 7.1 Commitment Letter, dated October 18, 1999, by and between Rite Aid Corporation and Green Equity Investors III, L.P. (incorporated by reference to exhibit 10.1 to Rite Aid Corporation's Current Report on Form 8-K dated November 2, 1999). 7.2 Registration Rights Agreement, dated as of October 27, 1999, by and between Rite Aid Corporation and Green Equity Investors III, L.P. (incorporated by -5- 6 reference to exhibit 4.1 to Rite Aid Corporation's Current Report on Form 8-K dated November 2, 1999). 7.3 Letter agreement, dated October 27, 1999, by and between Rite Aid Corporation and Green Equity Investors III, L.P. 7.4 Letter agreement, dated October 27, 1999, by and between Rite Aid Corporation and Green Equity Investors III, L.P. -6- 7 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 8, 2000 Green Equity Investors III, L.P. By: GEI Capital III, LLC its general partner By: /s/ JONATHAN D. SOKOLOFF -------------------------------- Name: Jonathan D. Sokoloff Title: Manager -7- 8 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ---------- ----------- Exhibit 7.1 Commitment Letter, dated October 18, 1999, by and between Rite Aid Corporation and Green Equity Investors III, L.P. (incorporated by reference to Exhibit 10.1 to Rite Aid Corporation's current report on Form 8-K dated November 2, 1999). Exhibit 7.2 Registration Rights Agreement, dated October 27, 1999, by and between Rite Aid Corporation and Green Equity Investors III, L.P. (incorporated by reference to Exhibit 4.1 to Rite Aid Corporation's current report on Form 8-K dated November 2, 1999). Exhibit 7.3 Letter agreement dated October 27, 1999, by and between Rite Aid Corporation and Green Equity Investors III, L.P. Exhibit 7.4 Letter agreement, dated October 27, 1999, by and between Rite Aid Corporation and Green Equity Investors III, L.P.
-8- EX-99.7.3 2 ex99-7_3.txt EXHIBIT 99.7.3 1 EXHIBIT 7.3 October 27, 1999 Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17011 Dear Sirs and Madams: Concurrently herewith, we are purchasing 3,000,000 shares of 8% convertible pay-in-kind preferred stock (the "Preferred Stock") of Rite Aid Corporation, a Delaware corporation ("Rite Aid"). In connection therewith, we agree that, until two years from the date hereof, we shall not, and shall cause each of our affiliates and Representatives not to, unless and until we shall have received the prior written invitation or approval of a maiority of directors of Rite Aid, directly or indirectly (i) acquire (other than in accordance with the rights, privileges and preferences of the Preferred Stock set forth in the Certificate of Designation relating thereto), agree to acquire or make any proposal to acquire any securities of Rite Aid or any of its subsidiaries, any warrant or option to acquire any such securities, any security (other than Preferred Stock distributed by Rite Aid as a payment in kind) convertible into or exchangeable for any such securities or any other right to acquire any such securities, (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving Rite Aid or any of its subsidiaries, (iii) make, or in any way participate in, any "solicitation" of proxies or consents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to any common stock of Rite Aid or any of its subsidiaries, or seek to advise or influence any person with respect to the voting of any common stock of Rite Aid or any of its subsidiaries, or demand a copy of the stock ledger list of stockholders, or, except as provided in the Registration Rights Agreement by and between us and Rite Aid of even date herewith, any other books and records of Rite Aid or any of its subsidiaries, (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any common stock of Rite Aid or any of its subsidiar- 2 October 27, 1999 Page 2 ies, (v) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board of Directors or policies of Rite Aid or any of its subsidiaries, (vi) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing (it being understood that, without limiting the generality of the foregoing, we shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to Rite Aid or any of its subsidiaries), or (vii) make any publicly disclosed proposal regarding any of the foregoing. We also agree during such period not to, and cause each of our affiliates and Representatives not to, make any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the foregoing, or request Rite Aid, directly or indirectly, to amend, waive or terminate any provision of this letter (including this sentence). As used herein, "Representatives" shall mean our subsidiaries and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), and our, and our subsidiaries' and affiliates', directors, officers, employees, representatives and agents. You acknowledge that Leonard Green and Jonathan Sokoloff will be elected as directors of Rite Aid and that nothing in this letter is intended to interfere with such persons serving or acting in such capacity. This letter shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Rite Aid and us. This letter embodies our active agreement and understanding and supersedes all prior agreements and understandings relating to the subject matter hereof. This letter shall be continued and enforced in accordance with and governed by the laws of the State of New York without regard to the principles regarding conflicts of laws. 3 October 27, 1999 Page 3 We represent that we are duly authorized to execute and deliver and perform our obligations under this letter and that the execution of this letter does not violate any contract or law or require any third party consents. Very truly yours, GREEN EQUITY INVESTORS III, L.P. By: Leonard Green & Partners, L.P. By: LGP Management, Inc. By: /s/ JONATHAN D. SOKOLOFF -------------------------------- Name: Title: Accepted as of the date first written above: RITE AID CORPORATION By: /s/ ELLIOT S. GERSON ------------------------------ Name: Title: EX-99.7.4 3 ex99-7_4.txt EXHIBIT 99.7.4 1 EXHIBIT 7.4 October 27, 1999 Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17011 Gentlemen: Rite Aid Corporation, a Delaware corporation (the "Company") and Green Equity Investors III, L.P. (the "Purchaser") have entered into a Commitment Letter dated as of October 18, 1999 (the "Commitment Letter"), pursuant to which the Company will issue and sell to the Purchaser 3,000,000 shares of its 8% Series A Cumulative Convertible Pay-in-Kind Preferred Stock (the "Series A Preferred Stock"). Pursuant to the Certificate of Designation of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on the date hereof (the "Series A Certificate of Designation"), the Series A Preferred Stock is convertible into shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock") and is exchangeable, upon the satisfaction of certain conditions precedent set forth in the Certificate of Designation, into shares of the Company's 8% Series B Cumulative Convertible Pay-in-Kind Preferred Stock (the "Series B Preferred Stock"), the holders of which Series B Preferred Stock shall have the right to elect two members of the Board of Directors of the Company. The Series B Convertible Preferred Stock, pursuant to the Certificate of Designation of the Series B Preferred Stock to be filed with the Secretary of State of the State of Delaware (the "Series B Certificate of Designation"), will be convertible into Common Stock. The Company and the Purchaser hereby agree that, upon the conversion of all outstanding shares of Series A Preferred Stock originally issued to Purchaser or issued as paid-in-kind dividends and of all outstanding shares of Series B Preferred Stock originally issued to Purchaser (in exchange for the Series A Preferred Stock originally issued to Purchaser or issued as paid-in-kind dividends thereon) or issued as paid-in-kind dividends, into shares of Common Stock, in accordance with the Series A Certificate of Designation or the Series B Certificate of Designation, as applicable, and for so long as Purchaser owns at least 50% of the shares of Common Stock originally issued upon such conversion of all shares of Series A Preferred Stock and Series B Preferred Stock, the Company shall, with respect to each annual 2 or special meeting of stockholders of the Company at which directors of the Company are to be elected (other than a special meeting called solely to elect directors to fill (x) newly-created directorships or (y) vacancies in the Board of Directors of the Company resulting from the removal or resignation of any director(s) not designated for nomination by Purchaser), nominate for election to the Board of Directors of the Company two persons designated in writing by Purchaser. [Signature page to follow] 3 Please indicate your agreement to and acceptance of the foregoing matters by signing and dating this letter in the space provided below, and promptly returning an originally executed copy to the undersigned. Sincerely, GREEN EQUITY INVESTORS III, L.P. By: Leonard Green & Partners, L.P. By: LGP Management, Inc. By: /s/ JONATHAN D. SOKOLOFF ---------------------------------- Name: -------------------------------- Title: ------------------------------- Agreed and accepted, this 27th day of October, 1999 RITE AID CORPORATION By: /s/ ELLIOT S. GERSON ---------------------------------- Name: -------------------------------- Title: ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----