EXHIBIT 1.1
EXECUTION COPY
PRICING AGREEMENT
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
000 Xxxx Xxxxxx, Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
X.X. Xxxxxx Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
As Representatives of the several
Underwriters named in Schedule I
hereto
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
December 17, 1996
Ladies and Gentlemen:
Rite Aid Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated December 17, 1996 (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities 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 Section 2 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
2
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 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 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 Company agrees to
issue and to sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto, less the principal amount of
Designated Securities covered by Delayed Delivery Contracts, if any, as may be
specified in Schedule II.
3
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
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 for examination upon request.
RITE AID CORPORATION,
by /s/ Xxxxxxxx X. Xxxxx
____________________________________
Name: Xxxxxxxx X. Xxxxx
Title: Executive Vice President
Accepted as of the
date hereof:
Xxxxxxx, Sachs & Co.
On behalf of each of
the Underwriters
by /s/ Xxxxxxx, Xxxxx & Co.
_______________________________
Name: Xxxxxxx, Sachs & Co.
Title: Attorney-in-fact
SCHEDULE I
Principal Amount of Debt Securities
to be Purchased
6.70% Notes 7.125% Notes 7.70% Debentures
Due Due Due
Underwriter December 15, 2001 January 15, 2007 February 15, 2027
----------- ------------------ ----------------- ------------------
Xxxxxxx, Xxxxx & Co. .......... $ 83,125,000 $ 83,152,000 $ 71,250,000
Bear, Xxxxxxx & Co. Inc. ........ 83,125,000 83,125,000 71,250,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation ........ 83,125,000 83,125,000 71,250,000
X. X. Xxxxxx Securities Inc. .... 83,125,000 83,125,000 71,250,000
Xxxxxxx Xxxxx & Associates, Inc. 17,500,000 17,500.000 15,000,000
------------ ------------ ------------
Total ........................... $350,000,000 $350,000,000 $300,000,000
============ ============ ============
SCHEDULE II
Title of Designated Securities:
6.70% Notes Due December 15, 2001 (the "6.70% Notes")
7.125% Notes Due January 15, 2007 (the "7.125% Notes")
7.70% Debentures Due February 15, 2027 (the "7.70% Debentures")
Aggregate Principal Amount:
6.70% Notes: $350,000,000
7.125% Notes: $350,000,000
7.70% Debentures: $350,000,000
Price to Public:
6.70% Notes: 99.977% of the principal amount
7.125% Notes: 99.871% of the principal amount
7.70% Debentures: 99.716% of the principal amount
Purchase Price by Underwriters:
6.70% Notes: 99.377% of the principal amount
7.125% Notes: 99.221% of the principal amount
7.70% Debentures: 98.841% of the principal amount
Specified Funds for Payment of Purchase Price:
6.70% Notes: wire transfer of immediately available funds
7.125% Notes: wire transfer of immediately available funds
7.70% Debentures: wire transfer of immediately available funds
Indenture:
Indenture dated August 1, 1993, between the Company and First Trust of
New York, National Association, as successor Trustee
Maturity:
6.70% Notes: December 15, 2001
7.125% Notes: January 15, 2007
7.70% Debentures: February 15, 2027
Interest Rate:
6.70% Notes: 6.70%
7.125% Notes: 7.125%
7.70% Debentures: 7.70%
Interest Payment Dates:
6.70% Notes: June 15 and December 15, commencing
June 15, 1997
7.125% Notes: July 15 and January 15, commencing July 15,
1997
7.70% Debentures: August 15 and February 15, commencing
August 15, 1997
Redemption Provisions:
6.70% Notes: No provisions for redemption
7.125% Notes: No provisions for redemption
7.70% Debentures: No provisions for redemption
Sinking Fund Provisions:
6.70% Notes: No sinking fund provisions
7.125% Notes: No sinking fund provisions
7.70% Debentures: No sinking fund provisions
Defeasance:
6.70% Notes: The provisions of the Indenture relating to
defeasance described under the caption
"Description of Debt Securities--Defeasance and
Discharge" in the Prospectus will apply.
7.125% Notes: The provisions of the Indenture relating to
defeasance described under the caption
"Description of Debt Securities--Defeasance and
Discharge" in the Prospectus will apply.
7.70% Debentures: The provisions of the Indenture relating to
defeasance described under the caption
"Description of Debt Securities--Defeasance and
Discharge" in the Prospectus will apply.
Conversion Provisions:
6.70% Notes: No provisions for conversion
7.125% Notes: No provisions for conversion
7.70% Debentures: No provisions for conversion
Time of Delivery:
10:00 a.m., December 20, 1996
Closing Location:
Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx,
XX 00000-0000
Delayed Delivery:
None
Names and Addresses of Representatives:
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation
000 Xxxx Xxxxxx, Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
X. X. Xxxxxx Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Address for Notices, etc.:
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
