EXHIBIT 1.1
ANNEX 1
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
January 16, 1997
Ladies and Gentlemen:
Kmart Corporation, a Michigan corporation (the "Selling Stockholder"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated January 16, 1997 (the "Underwriting Agreement"),
to sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
number of shares of Common Stock, $1.00 par value, of Rite Aid Corporation, a
Delaware corporation (the "Company"), specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty that refers to the
Prospectus in Sections 2 and 3 of the Underwriting Agreement shall be deemed to
be a representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of each of the Underwriters of the
Designated Securities pursuant to Section 13 of the Underwriting Agreement and
the address of the Representatives referred to in such Section 13 are set forth
at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Selling Stockholder
agrees to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Selling Stockholder, at the time
and place and at the
2
purchase price to the Underwriters set forth in Schedule II hereto, the number
of Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters, the
Selling Stockholder and the Company. It is understood that your acceptance of
this letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Company and the Selling Stockholder for examination
upon request.
RITE AID CORPORATION,
by /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Executive Vice President
KMART CORPORATION,
by /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
Accepted as of the
date hereof:
Xxxxxx Xxxxxxx & Co. Incorporated
by /s/ Xxxxxxx Xxxxxxxx
___________________________
Name: Xxxxxxx Xxxxxxxx
Title: Principal
SCHEDULE I
Underwriter Number of Shares to be Purchased
----------- --------------------------------
Xxxxxx Xxxxxxx & Co. Incorporated . . 6,904,764
Total . . . . . . . . . . . . . . . . 6,904,764
=========
SCHEDULE II
Number of Designated Securities: 6,904,764 shares
Price to Public: N/A
Purchase Price by Underwriters: $37.555 per share
Specified Funds for Payment of
Purchase Price: Immediately available funds
(by wire transfer)
Time of Delivery: January 22, 1997
Closing Location: Cravath, Swaine & Xxxxx
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Names and Addresses
of Representatives: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Address for Notices, etc.: c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
