-----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, Nfd+9QFN/AKgIWmxmkI0LwSlQRpJu01ni52s4NKLHAZ3Jcv7XBnuLPexne6Jy+TP JN0JEL0EKxJBC+hzyTTcFw== 0000950172-00-000182.txt : 20000208 0000950172-00-000182.hdr.sgml : 20000208 ACCESSION NUMBER: 0000950172-00-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20000126 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RITE AID CORP CENTRAL INDEX KEY: 0000084129 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [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: 525979 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 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 26, 2000 (Date of earliest event reported) RITE AID CORPORATION. (Exact Name of Registrant as Specified in its Charter) Delaware 1-5742 23-1614034 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 30 Hunter Lane, Camp Hill, Pennsylvania 17011 (Address of Principal Offices, including zip code) (717) 761-2633 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS RECEIPT OF CONSENTS The company issued a press release on January 26, 2000 announcing its receipt of certain consents from the holders of its public debt. The press release and related supplemental indentures are attached hereto as exhibits and incorporated herein by reference. ITEM 7. EXHIBITS 4.1 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and U.S. Bank Trust National Association as successor to Morgan Guaranty Trust Company of New York, to the Indenture dated August 1, 1993 between Rite Aid Corporation and Morgan Guaranty Trust Company of New York. 4.2 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated September 10, 1997, between Rite Aid Corporation and Harris Trust and Savings Bank. 4.3 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated September 22, 1998, between Rite Aid Corporation and Harris Trust and Savings Bank. 4.4 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings Bank. 99.1 Press Release, dated January 26, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RITE AID CORPORATION Dated: February 3, 2000 By: /s/ Elliot S. Gerson ------------------------------------- Name: Elliot S. Gerson Title: Senior Executive Vice President and General Counsel EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.1 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and U.S. Bank Trust National Association as successor to Morgan Guaranty Trust Company of New York, to the Indenture dated August 1, 1993 between Rite Aid Corporation and Morgan Guaranty Trust Company of New York. 4.2 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated September 10, 1997, between Rite Aid Corporation and Harris Trust and Savings Bank. 4.3 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated September 22, 1998, between Rite Aid Corporation and Harris Trust and Savings Bank. 4.4 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings Bank. 99.1 Press Release, dated January 26, 2000. EX-4 2 EXHIBIT 4.1 - SHELF SUPP. INDENTURE EXHIBIT 4.1 ====================================================================== RITE AID CORPORATION and U.S. BANK TRUST NATIONAL ASSOCIATION as Trustee ------------------ SUPPLEMENTAL INDENTURE Dated as of February 3, 2000 ------------------ To The Indenture Dated as of August 1, 1993 Between Rite Aid Corporation and Morgan Guaranty Trust Company of New York, as Trustee, Relating to 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Senior Notes due 2005 and 6.875% Senior Debentures due 2013 ====================================================================== SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is dated as of February 3, 2000, between Rite Aid Corporation, a Delaware corporation (the "Company"), and U.S. Bank Trust National Association, a national banking association (the "Trustee"), as successor to Morgan Guaranty Trust Company of New York, a New York corporation ("Morgan Guaranty"). WHEREAS, the Company has issued its 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Senior Notes due 2005 and 6.875% Senior Debentures due 2013 (collectively, the "Notes"), pursuant to an Indenture between the Company and Morgan Guaranty, dated as of August 1, 1993 (the "Indenture"); and WHEREAS, Section 9.2 of the Indenture provides that, with the required consent of the Holders, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may amend certain provisions of the Indenture and enter into a supplemental indenture to evidence such amendment; and WHEREAS, on January 7, 2000, the Executive Committee of the Board of Directors of the Company authorized and approved the substance of certain amendments to the Indenture as set forth herein; and WHEREAS, as required by Section 9.2 of the Indenture, the Company has received the required consent from the Holders to the substance of certain amendments to the Indenture as set forth herein; and WHEREAS, Section 9.4 of the Indenture provides, among other things, that a supplemental indenture shall form a part of the Indenture for all purposes and that all the Holders shall be bound thereby. NOW, THEREFORE, the Company and the Trustee agree as follows: Section 1. Amendments to the Indenture. (a) Section 7.4 of the Indenture is hereby amended and restated in its entirety as follows: The Company shall: (1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; provided, however, that the Company shall file copies of the Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 1999 and the Annual Report on Form 10-K of the fiscal year ended February 26, 2000 with the Trustee within 15 days of the date such reports are actually filed with the Commission, such filings with the Commission to occur no later than July 11, 2000; (2) file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (3) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission; provided, however, that the Company shall mail to Holders summaries of the Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 1999 and the Annual Report on Form 10-K for the fiscal year ended February 26, 2000 within 30 days of the date such reports are actually filed with the Trustee, such filings with the Trustee to occur no later than July 26, 2000. Section 2. Effect of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Section 3. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. Section 4. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together. Section 5. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the "TIA") that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. Section 6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 7. Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Section 8. Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Section 9. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. Section 10. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. Section 11. Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 12. Governing Law. This Supplemental Agreement shall be construed and interpreted in accordance with the laws of the State of New York, without regard to conflicts of law principles. Section 13. Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date and year first above written. RITE AID CORPORATION (SEAL) By: /s/ David Jessick ---------------------------------------- Name: David Jessick Title: Senior Executive Vice-President Attest: By: /s/ Elliot S. Gerson --------------------------- Name: Elliot S. Gerson Title: Senior Executive Vice-President and Secretary U.S. BANK TRUST NATIONAL ASSOCIATION (SEAL) By: /s/ Patrick J. Healy ------------------------------------ Name: Patrick J. Healy Title: Assistant Vice-President Attest: By: /s/ Glenn W. Anderson --------------------------- Name: Glenn W. Anderson Title: Vice-President EX-4 3 EXHIBIT 4.2 - CONVERT SUPP. INDENTURE EXHIBIT 4.2 ============================================================================== RITE AID CORPORATION and HARRIS TRUST AND SAVINGS BANK as Trustee ---------------- SUPPLEMENTAL INDENTURE Dated as of February 3, 2000 ---------------- To The Indenture Dated as of September 10, 1997 Between Rite Aid Corporation and Harris Trust and Savings Bank, as Trustee, Relating to $650 Million Aggregate Principal Amount at Maturity of 5.25% Convertible Subordinated Notes due 2002 ============================================================================= SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is dated as of February 3, 2000, between Rite Aid Corporation, a Delaware corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation, as trustee (the "Trustee"). WHEREAS, the Company has issued its 5.25% Convertible Subordinated Notes Due 2002 (the "Notes"), in the aggregate principal amount of $650,000,000, pursuant to an Indenture between the Company and the Trustee dated as of September 10, 1997 (the "Indenture"); and WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may amend certain provisions of the Indenture and enter into a supplemental indenture to evidence such amendment; and WHEREAS, on January 7, 2000, the Executive Committee of the Board of Directors of the Company authorized and approved the substance of certain amendments to the Indenture as set forth herein; and WHEREAS, the Company has received consents from the Holders representing at least a majority in aggregate principal amount of the Outstanding Securities to the substance of certain amendments to the Indenture as set forth herein; and WHEREAS, Section 9.04 of the Indenture provides, among other things, that a supplemental indenture shall form a part of the Indenture for all purposes and that all the Holders shall be bound thereby. NOW, THEREFORE, the Company and the Trustee agree as follows: Section 1. Amendments to the Indenture. (a) Section 7.03(a) of the Indenture is hereby amended and restated in its entirety as follows: The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, that the Company shall file copies of the Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 1999 and the Annual Report on Form 10-K for the fiscal year ended February 26, 2000 with the Trustee within 15 days of the date such reports are actually filed with the Commission, such filings with the Commission to occur no later than July 11, 2000. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, it shall file with the Trustee upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) Section 10.06 of the Indenture is hereby amended and restated in its entirety as follows: The Company will comply, and will cause each Subsidiary to comply, with the requirements of all laws, ordinances, rules, regulations, and requirements of any governmental authority (including, without limitation, ERISA and the rules and regulations thereunder), except where the necessity of compliance therewith is contested in good faith by appropriate proceedings or where the failure to comply would not have a material adverse effect upon the Company and its Subsidiaries as a whole, and except that the Company may delay the filing required pursuant to the Exchange Act of the Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 1999 and the Annual Report on Form 10-K for the fiscal year ended February 26, 2000 until no later than July 11, 2000. Section 2. Effect of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Section 3. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. Section 4. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together. Section 5. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the "TIA") that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. Section 6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 7. Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Section 8. Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Section 9. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. Section 10. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. Section 11. Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 12. Governing Law. This Supplemental Agreement shall be construed and interpreted in accordance with the laws of the State of New York, without regard to conflicts of law principles. Section 13. Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date and year first above written. RITE AID CORPORATION (SEAL) By: /s David Jessick -------------------------------------- Name: David Jessick Title: Senior Executive Vice-President Attest: By: /s/ Elliot S. Gerson -------------------------------------- Name: Elliot S. Gerson Title: Senior Executive Vice-President and Secretary HARRIS TRUST AND SAVINGS BANK (SEAL) By: /s/ J. Bartolini ------------------------------ Name: J. Bartolini Title: Vice President Attest: By: /s/ D. G. Donovan ------------------------------ Name: D. G. Donovan Title: Assistant Secretary EX-4 4 EXHIBIT 4.3 - DRS SUPP. INDENTURE EXHIBIT 4.3 =============================================================================== RITE AID CORPORATION and HARRIS TRUST AND SAVINGS BANK as Trustee ------------------ SUPPLEMENTAL INDENTURE Dated as of February 3, 2000 ------------------ To The Indenture Dated as of September 22, 1998 Between Rite Aid Corporation and Harris Trust and Savings Bank, as Trustee, Relating to $200,000,000 6% Dealer remarketable securities due 2013 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is dated as of February 3, 2000, between Rite Aid Corporation, a Delaware corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation, as trustee (the "Trustee"). WHEREAS, the Company has issued its 6% Dealer remarketable securities due 2013 (the "Notes"), in the aggregate principal amount of $200,000,000, pursuant to an Indenture between the Company and the Trustee dated as of September 23, 1998 (the "Indenture"); and WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may amend certain provisions of the Indenture and enter into a supplemental indenture to evidence such amendment; and WHEREAS, on January 7, 2000, the Executive Committee of the Board of Directors of the Company authorized and approved the substance of certain amendments to the Indenture as set forth herein; and WHEREAS, the Company has received consents from the Holders representing at least a majority in aggregate principal amount of the Outstanding Securities to the substance of certain amendments to the Indenture as set forth herein; and WHEREAS, Section 9.04 of the Indenture provides, among other things, that a supplemental indenture shall form a part of the Indenture for all purposes and that all the Holders shall be bound thereby. NOW, THEREFORE, the Company and the Trustee agree as follows: Section 1. Amendment to the Indenture. Section 7.04 of the Indenture is hereby amended and restated in its entirety as follows: The Company shall file with the Trustee and the Commission, and transmit to the Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days after the same is so required to be filed with the Commission; provided, however, that the Company may delay the filing required pursuant to the Exchange Act of the Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 1999 and the Annual Report on Form 10-K for the fiscal year ended February 26, 2000 until no later than July 11, 2000 and may file copies of the same with the Trustee within 30 days after such reports are actually filed with the Commission. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, it shall file with the Trustee upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Section 2. Effect of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Section 3. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. Section 4. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together. Section 5. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the "TIA") that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. Section 6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 7. Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Section 8. Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Section 9. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. Section 10. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. Section 11. Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 12. Governing Law. This Supplemental Agreement shall be construed and interpreted in accordance with the laws of the State of New York, without regard to conflicts of law principles. Section 13. Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date and year first above written. RITE AID CORPORATION (SEAL) By: /s/ David Jessick --------------------------------------- Name: David Jessick Title: Senior Executive Vice-President Attest: By: /s/ Elliot S. Gerson ----------------------------------------- Name: Elliot S. Gerson Title: Senior Executive Vice-President and Secretary HARRIS TRUST AND SAVINGS BANK (SEAL) By: /s/ J. Bartolini --------------------------------- Name: J. Bartolini Title: Vice President Attest: By: /s/ D. G. Donovan ------------------------------ Name: D. G. Donovan Title: Assistant Secretary EX-4 5 EXHIBIT 4.4 - MISC. SUPP. INDENTURE EXHIBIT 4.4 ============================================================================ RITE AID CORPORATION and HARRIS TRUST AND SAVINGS BANK as Trustee ------------------ SUPPLEMENTAL INDENTURE Dated as of February 3, 2000 ------------------ To The Indenture Dated as of December 21, 1998 Between Rite Aid Corporation and Harris Trust and Savings Bank, as Trustee, Relating to $200,000,000 5.50% Notes due 2013 $200,000,000 6% Notes due 2005 $150,000,000 6.125% Notes due 2008 $150,000,000 6.875% Debentures due 2028 ============================================================================= SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is dated as of February 3, 2000, between Rite Aid Corporation, a Delaware corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation, as trustee (the "Trustee"). WHEREAS, the Company has issued its 5.50% Notes due 2013, 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Debentures due 2028 (collectively, the "Notes"), pursuant to an Indenture between the Company and the Trustee dated as of December 21, 1998 (the "Indenture"); and WHEREAS, Section 9.02 of the Indenture provides that, with the required consent of the Holders, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may amend certain provisions of the Indenture and enter into a supplemental indenture to evidence such amendment; and WHEREAS, on January 7, 2000, the Executive Committee of the Board of Directors of the Company authorized and approved the substance of certain amendments to the Indenture as set forth herein; and WHEREAS, as required by Section 9.02 of the Indenture, the Company has received the required consent from the Holders to the substance of certain amendments to the Indenture as set forth herein; and WHEREAS, Section 9.04 of the Indenture provides, among other things, that a supplemental indenture shall form a part of the Indenture for all purposes and that all the Holders shall be bound thereby. NOW, THEREFORE, the Company and the Trustee agree as follows: Section 1. Amendment to the Indenture. Section 7.04 of the Indenture is hereby amended and restated in its entirety as follows: The Company shall file with the Trustee and the Commission, and transmit to the Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days after the same is so required to be filed with the Commission; provided, however, that the Company may delay the filing required pursuant to the Exchange Act of the Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 1999 and the Annual Report on Form 10-K for the fiscal year ended February 26, 2000 until no later than July 11, 2000 and may file copies of the same with the Trustee within 30 days after such reports are actually filed with the Commission. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, it shall file with the Trustee upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Section 2. Effect of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Section 3. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. Section 4. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together. Section 5. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the "TIA") that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. Section 6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 7. Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Section 8. Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Section 9. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. Section 10. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. Section 11. Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 12. Governing Law. This Supplemental Agreement shall be construed and interpreted in accordance with the laws of the State of New York, without regard to conflicts of law principles. Section 13. Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date and year first above written. RITE AID CORPORATION (SEAL) By: /s/ David Jessick ---------------------------------- Name: David Jessick Title: Senior Executive Vice-President Attest: By: /s/ Elliot S. Gerson -------------------------------------- Name: Elliot S. Gerson Title: Senior Executive Vice-President and Secretary HARRIS TRUST AND SAVINGS BANK (SEAL) By: /s/ J. Bartolini -------------------------------- Name: J. Bartolini Title: Vice President Attest: By: /s/ D. G. Donovan ---------------------------- Name: D. G. Donovan Title: Assistant Secretary EX-99 6 EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 MAILING ADDRESS P.O. Box 3165 [COMPANY LOGO] Harrisburg, PA 17105 GENERAL OFFICE 30 Hunter Lane PRESS RELEASE Camp Hill, PA 17011 For Further Information Contact: INVESTORS: MEDIA: Doug Wilburne Karen Rugen (717) 975-3710 (717) 730-7766 RITE AID RECEIVES CONSENT FROM PUBLIC DEBT HOLDERS TO DEFER FINANCIAL REPORTING THROUGH JULY 11, 2000 Camp Hill, PA, January 26, 2000--Rite Aid Corporation (NYSE, PSE: RAD) today announced that it has received the required approvals from the holders of its public debt to implement a deferred financial reporting program through July 11, 2000. The company announced earlier this month that it had received agreements from the lenders under its credit facilities and other financing arrangements to implement the deferred financial reporting program. As a result of obtaining approvals from both its lenders and public debt holders, the company has eliminated the possibility that a default could have arisen on account of the financial reporting covenants in any of its credit facilities and its public debt documents. The deferred financial reporting program gives the Company's new management team and its new auditors, Deloitte & Touche, LLP, time to fully review the Company's historical financial information, conclude the previously announced reaudits for the Company's 1997-1999 fiscal years, and complete audited financial statements for the Company's 2000 fiscal year ending February 26, 2000. Bob Miller, Rite Aid chairman and chief executive officer, said, "We appreciate the strong support we have received from both our public debt holders and lenders to implement this deferred financial reporting program. Their support gives us adequate time to review historical financial matters and allows us to focus on managing our business successfully." Rite Aid is one of the nation's leading drugstore chains with annual revenues of approximately $13 billion and approximately 3,800 stores in 30 states and the District of Columbia. Rite Aid owns PCS Health Systems, Inc., which provides pharmacy benefit management programs and services that can help improve patient health and reduce health care costs. Rite Aid also owns approximately 22 percent of drugstore.com, a leading online source for health, beauty and pharmacy products. Information about Rite Aid, including corporate background and press releases, can be found at the Company's Web site at http://www.riteaid.com. This press release may contain forward-looking statements, which are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include the preparation of restated historic financial statements, final audit adjustments, completion of the SEC's review of the Company's financial reporting and the impact of possible asset sales or other corporate transactions which the Company is currently considering but the consummation of which is not assured. Additional factors could include competitive pricing pressures, third party prescription reimbursement levels, continued consolidation of the drugstore industry, consumer preferences, regulatory changes governing pharmacy practices, general economic conditions, inflation, merchandise supply constraints, interest rate movements, access to capital, the development of the Internet market for pharmaceuticals, availability of real estate, construction and start-up of drugstore and distribution center facilities, and the effects of technological difficulties. Consequently, all of the forward-looking statements made in this press release are qualified by these and other factors, risks and uncertainties. Readers are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----