Edgar Filing: RITE AID CORP

As Filed with the Securities and Exchange Commission on November 5, 2001.
Registration Statement No. 333-67362

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------

Amendment No. 1
to

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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RITE AID CORPORATION
*And the Subsidiary Guarantors listed below
(Exact name of registrant as specified in its charter)

Delaware 5912 23-1614034
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number)
Identification No.)

--------------------

30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

--------------------

Elliot S. Gerson, Esq.
Senior Executive Vice President and General Counsel
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(717) 760-7867 (facsimile)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

--------------------

Copies of all communications to:
Stacy J. Kanter, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
(212) 735-3000
(212) 735-2000 (facsimile)

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. |_|

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a) may determine.

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TABLE OF ADDITIONAL REGISTRANTS

State or Other Primary Standard
Jurisdiction of Industrial
Name of Additional Incorporation or Classification Code I.R.S. Employer
Registrant* Formation Number Identification Number
------------------ ---------------- ------------------- ---------------------

Ann & Government Streets Mobile Alabama, LLC Delaware 446110 None
Apex Drug Stores, Inc. Michigan 446110 38-2413448
Baltimore/Annapolis Boulevard & Governor Richie
Highway-Glen Burmie, Maryland, LLC Delaware 446110 None
Broadview and Wallings-Broadview Heights Ohio, Inc. Ohio 446110 25-1814215
Central Avenue & Main Street Petal, MS, LLC Delaware 446110 None
Dominion Action One Corporation Delaware Inactive 25-1569007
Dominion Action Two Corporation Delaware Inactive 25-1568836
Dominion Action Three Corporation Delaware Inactive 25-1568837
Dominion Action Four Corporation Delaware Inactive 25-1568961
Dominion Drug Stores Corp. Nevada 446110 23-2427440
Drug Fair, Inc. Maryland 446110 54-0525766
Drug Fair of PA, Inc. Pennsylvania 446110 54-0844303
Eagle Managed Care Corp. Delaware 524291 25-1724201
Eighth & Water Streets-Urichsville, Ohio, LLC Delaware 446110 None
England Street-Asheland Corporation Virginia 446110 25-1826010
Fairground, LLC Virginia 446110 54-1849788
GDF, Inc. Maryland Inactive 34-1343867
Gettysburg and Hoover - Dayton, Ohio, LLC Ohio 446110 None
Gratiot & Center-Saginaw Township, Michigan, LLC Delaware 446110 None
Harco, Inc. Alabama 446110 63-0522700
Jaime Nathan Travis Corporation Pennsylvania Inactive Inactive
K&B, Incorporated Delaware 551112 51-0346254
K&B Alabama Corporation Alabama 446110 72-1011085
K&B Florida Corporation Florida 446110 72-1058893
K&B Louisiana Corporation Louisiana 446110 72-1043860
K&B Mississippi Corporation Mississippi 446110 72-0883482
K&B Services, Incorporated Louisiana Inactive 72-1245171
K&B Tennessee Corporation Tennessee 446110 62-1444359
K&B Texas Corporation Texas 446110 72-1010327
K&B Trainees, Inc. Louisiana Inactive 72-0773677
Katz & Besthoff, Inc. Louisiana Inactive 72-0853034
Keystone Centers, Inc. Pennsylvania 446110 23-1730114
Lakehurst and Broadway Corporation New Jersey 446110 23-2937947
Laverdiere's Enterprises, Inc. Maine 446110 01-0243396
Leader Drugs, Inc. Maryland 446110 52-0729594
Mayfield & Chillicothe Roads - Chesterknol, LLC Ohio 446110 None
Munson & Andrews, LLC Ohio 446110 None
Name Rite, LLC Delaware 551112 None
Northline & Dix - Toledo - Southgate, LLC Michigan 446110 None
Ocean Acquisition Corporation Delaware 551112 25-1778194
PDS-1 Michigan, Inc. Michigan 446110 38-2935739
P.L.D. Enterprises, Inc. Nevada Inactive 93-0901297
PL Xpress, Inc. Oregon 484121 93-0962294
Patton Drive and Navy Boulevard Property
Corporation Florida 446110 23-2870495
Paw Paw Lake Road & Paw Paw Avenue-Coloma,
Michigan, LLC Delaware 446110 None

Perry Distributors, Inc. Michigan 493110 38-1718545
Perry Drug Stores, Inc. Michigan 446110 38-0947300
Portfolio Medical Services, Inc. Delaware Inactive Inactive
RDS Detroit, Inc. Michigan 446110 35-1799950
Rack Rite Distributors, Inc. Pennsylvania 493110 23-1906110
Ram-Utica, Inc. Michigan Inactive Inactive
Reads, Inc. Maryland
Rite Aid Drug Palace, Inc. Delaware 446110 23-2325476
Rite Aid Hdqtrs. Corp. Delaware 551114 23-2308342
Rite Aid of Alabama, Inc. Alabama 446110 23-2410761
Rite Aid of Connecticut, Inc. Connecticut 446110 23-1940645
Rite Aid of Delaware, Inc. Delaware 446110 23-1940646
Rite Aid of Florida, Inc. Florida 446110 23-2047226
Rite Aid of Georgia, Inc. Georgia 446110 23-2125551
Rite Aid of Illinois, Inc. Illinois 446110 23-2416666
Rite Aid of Indiana, Inc. Indiana 446110 23-2048778
Rite Aid of Kentucky, Inc. Kentucky 446110 23-2039291
Rite Aid of Maine, Inc. Maine 446110 01-0324725
Rite Aid of Maryland, Inc. Maryland 446110 23-1940941
Rite Aid of Massachusetts, Inc. Massachusetts 446110 23-1940647
Rite Aid of Michigan, Inc. Michigan 446110 38-0857390
Rite Aid of New Hampshire, Inc. New Hampshire 446110 23-2008320
Rite Aid of New Jersey, Inc. New Jersey 446110 23-1940648
Rite Aid of New York, Inc. New York 446110 23-1940649
Rite Aid of North Carolina, Inc. North Carolina 446110 23-1940650
Rite Aid of Ohio, Inc. Ohio 446110 23-1940651
Rite Aid of Pennsylvania, Inc. Pennsylvania 446110 23-1940652
Rite Aid of South Carolina, Inc. South Carolina 446110 23-2047222
Rite Aid of Tennessee, Inc. Tennessee 446110 23-2047224
Rite Aid of Vermont, Inc. Vermont 446110 23-1940942
Rite Aid of Virginia, Inc. Virginia 446110 23-1940653
Rite Aid of Washington, D.C., Inc. Washington, D.C. 446110 23-2461466
Rite Aid of West Virginia, Inc. West Virginia 446110 23-1940654
Rite Aid Realty Corp. Delaware 551112 23-1725347
Rite Aid Rome Distribution Center, Inc. New York 493110 23-1887836
Rite Aid Transport, Inc. Delaware 484121 25-1793102
Rite Aid Venturer #1, Inc. Delaware Inactive 23-2492985
Rite Fund, Inc. Delaware 551112 51-0273194
Rite Investments Corp. Delaware 551112 51-0273192
Rx Choice, Inc. Delaware 532411 75-1398207
Script South, Inc. Alabama Inactive 63-1019292
Seven Mile & Evergreen - Detroit, LLC Michigan 446110 None
Silver Springs Road-Baltimore, Maryland/One, LLC Delaware 446110 None
Silver Springs Road-Baltimore, Maryland/Two, LLC Delaware 446110 None
Sophie One Corp. Delaware Inactive Inactive
State & Fortification Streets - Jackson, Mississippi, LLC Delaware 446110 None
State Street & Hill Road-Gerard, Ohio, LLC Delaware 446110 None
Super Distributors, Inc. Louisiana 493110 72-0678665
Super Ice Cream Suppliers, Inc. Louisiana Inactive 72-0618651
Super Laboratories, Inc. Louisiana Inactive 72-1068239
Super Pharmacy Network, Inc. Florida Inactive 59-3252055

Super Tobacco Distributors, Inc. Mississippi Inactive 72-0875700
The Lane Drug Company Ohio 446110 53-0125212
The Muir Company Ohio 446610 None
Thrifty Corporation California 446110 95-1297550
Thrifty Payless, Inc. California 446110 95-4391249
Thrifty Wilshire, Inc. California Inactive 95-3904571
Tyler and Sanders Roads, Birmingham-Alabama, LLC Delaware 446110 None
Virginia Corporation Delaware 551112 51-0335659
W.R.A.C., Inc. Pennsylvania 493110 23-2102752
112 Burleigh Avenue Norfolk, LLC Virginia 446110 None
537 Elm Street Corporation Rhode Island 446110 23-2962033
657-659 Broadway St. Corp. New Jersey 446110 None
764 South Broadway-Geneva, Ohio, LLC Ohio 446110 None
1515 West State Street Boise, Idaho, LLC Delaware 446110 None
1525 Cortyou Road - Brooklyn New York 446110 None
1740 Associates, LLC Michigan 446110 None
3581 Carter Hill Road - Montgomery Corp. Alabama 446110 None
4042 Warrensville
Center Road --
Warrensville Ohio, Inc. Ohio 446110 25-1820507
5277 Associates, Inc. Washington 446110 23-2940919
5600 Superior Properties, Inc. Ohio 446110 None

* Addresses and telephone numbers of principal executive offices are the same as
those of Rite Aid Corporation.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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Subject to Completion, Dated November 5, 2001

PROSPECTUS

RITE AID CORPORATION

Offer to Exchange 12.50% Senior Secured Notes Due 2006
for 12.50% Senior Secured Notes Due 2006
which have been registered under the Securities Act of 1933, as amended
guaranteed by the subsidiary guarantors listed on the
first page of this prospectus

The exchange offer will expire at 5:00 p.m., New York City time, on ,
2001, unless we extend the exchange offer in our sole and absolute discretion.

Terms of the exchange offer:

o We will exchange New Notes for all outstanding Old Notes that are validly
tendered and not withdrawn prior to the expiration or termination of the
exchange offer.

o You may withdraw tenders of Old Notes at any time prior to the expiration or
termination of the exchange offer.

o The terms of the New Notes are substantially identical to those of the
outstanding Old Notes, except that the transfer restrictions and registration
rights relating to the Old Notes do not apply to the New Notes.

o The exchange of Old Notes for New Notes will not be a taxable transaction for
U.S. federal income tax purposes, but you should see the discussion under the
caption "Material Federal Income Tax Considerations" beginning on page 42 for
more information.

o We will not receive any cash proceeds from the exchange offer.

o We issued the Old Notes in a transaction not requiring registration under the
Securities Act, and as a result, their transfer is restricted. We are making
the exchange offer to satisfy your registration rights, as a holder of the Old
Notes.

There is no established trading market for the New Notes or the Old Notes.

Each broker-dealer that receives New Notes for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The letter of transmittal states
that by so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of New Notes
received in exchange for Old Notes where such Old Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, for a period of 180 days after the Expiration
Date (as defined herein), we will make this prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution."

See "Risk Factors" beginning on page 15 for a discussion of risks you should
consider prior to tendering your outstanding Old Notes for exchange.

The date of this prospectus is , 2001.

TABLE OF CONTENTS

Page
--------

Subsidiary Guarantors .............................................. 1
Cautionary Note Regarding Forward Looking Statements ............... 2
Where You Can Find More Information ................................ 3
Incorporation Of Certain Documents By Reference .................... 3
Prospectus Summary ................................................. 4
Risk Factors ....................................................... 15
Use Of Proceeds .................................................... 22
Ratio Of Earnings To Fixed Charges ................................. 22
Selected Consolidated Financial Information ........................ 23
The Exchange Offer ................................................. 25
Description Of The New Notes ....................................... 32
Material Federal Income Tax Considerations ......................... 42
Plan Of Distribution ............................................... 42
Legal Matters ...................................................... 42
Experts ............................................................ 42

SUBSIDIARY GUARANTORS

Ann & Government Streets
Mobile Alabama, LLC
Apex Drug Stores, Inc.
Baltimore/Annapolis Boulevard
& Governor Richie
Highway - Glen Burnie,
Maryland, LLC
Broadview and Wallings-
Broadview Heights Ohio, Inc.
Central Avenue & Main Street
Petal, MS, LLC
Dominion Action One
Corporation
Dominion Action Two
Corporation
Dominion Action Three
Corporation
Dominion Action Four
Corporation
Dominion Drug Stores Corp.
Drug Fair, Inc.
Drug Fair of PA, Inc.
Eagle Managed Care Corp.
Eighth & Water Streets-
Urichsville, Ohio, LLC
England Street-Asheland
Corporation
Fairground, LLC
GDF, Inc.
Gettysburg and Hoover - Dayton,
Ohio, LLC
Gratiot & Center-Saginaw
Township, Michigan, LLC
Harco, Inc.
Jaime Nathan Travis
Corporation
K&B, Incorporated
K&B Alabama Corporation
K&B Florida Corporation
K&B Louisiana Corporation
K&B Mississippi Corporation
K&B Services, Incorporated
K&B Tennessee Corporation
K&B Texas Corporation
K&B Trainees, Inc.
Katz & Besthoff, Inc.
Keystone Centers, Inc.
Lakehurst and Broadway
Corporation
Laverdiere's Enterprises, Inc.
Leader Drugs, Inc.
Mayfield & Chillicothe Roads -
Chesterknol, LLC
Munson & Andrews, LLC
Name Rite, LLC
Northline & Dix - Toledo -
Southgate, LLC
Ocean Acquisition Corporation
PDS-1 Michigan, Inc.
P.L.D. Enterprises, Inc.
PL Xpress, Inc.
Patton Drive and Navy
Boulevard Property
Corporation
Paw Paw Lake Road & Paw
PawAvenue-Coloma,
Michigan, LLC
Perry Distributors, Inc.
Perry Drug Stores, Inc.
Portfolio Medical Services, Inc.
RDS Detroit, Inc.
Rack Rite Distributors, Inc.
Ram-Utica, Inc.
Reads, Inc.
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs.Corp.
Rite Aid of Alabama, Inc.
Rite Aid of Connecticut, Inc.
Rite Aid of Delaware, Inc.
Rite Aid of Florida, Inc.
Rite Aid of Georgia, Inc.
Rite Aid of Illinois, Inc.
Rite Aid of Indiana, Inc.
Rite Aid of Kentucky, Inc.
Rite Aid of Maine, Inc.
Rite Aid of Maryland, Inc.
Rite Aid of Massachusetts, Inc.
Rite Aid of Michigan, Inc.
Rite Aid of New Hampshire, Inc.
Rite Aid of New Jersey, Inc.
Rite Aid of New York, Inc.
Rite Aid of North Carolina, Inc.
Rite Aid of Ohio, Inc.
Rite Aid of Pennsylvania, Inc.
Rite Aid of South Carolina, Inc.
Rite Aid of Tennessee, Inc.
Rite Aid of Vermont, Inc.
Rite Aid of Virginia, Inc.
Rite Aid of Washington, D.C.,
Inc.
Rite Aid of West Virginia, Inc.
Rite Aid Realty Corp.
Rite Aid Rome Distribution
Center, Inc.
Rite Aid Transport, Inc.
Rite Aid Venturer #1, Inc.
Rite Fund, Inc.
Rite Investments Corp.
Fredericksburg, LLC
RX Choice, Inc.
Script South, Inc.
Seven Mile & Evergreen -
Detroit, LLC
Silver Springs Road-Baltimore,
Maryland/One, LLC
Silver Springs Road-Baltimore,
Maryland/Two, LLC
Sophie One Corp.
State & Fortification Streets -
Jackson, Mississippi, LLC
State Street & Hill Road-Gerard,
Ohio, LLC
Super Distributors, Inc.
Super Ice Cream Suppliers, Inc.
Super Laboratories, Inc.
Super Pharmacy Network, Inc.
Super Tobacco Distributors, Inc.
The Lane Drug Company
The Muir Company
Thrifty Corporation
Thrifty Payless, Inc.
Thrifty Wilshire, Inc.
Tyler and Sanders Roads,
Birmingham-Alabama, LLC
Virginia Corporation
W.R.A.C., Inc.
112 Burleigh Avenue Norfolk,
LLC
537 Elm Street Corporation
657-659 Broadway St. Corp.
764 South Broadway-Geneva,
Ohio, LLC
1515 West State Street Boise,
Idaho, LLC
1525 Cortyou Road - Brooklyn
1740 Associates, LLC
3581 Carter Hill Road --
Montgomery Corp.
4042 Warrensville Center Road
-- Warrensville Ohio, Inc.
5277 Associates, Inc.
5600 Superior Properties, Inc.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by terms and phrases such as "anticipate," "believe,"
"intend," "estimate," "expect," "continue," "should," "could," "may," "plan,"
"project," "predict," "will," and similar expressions and include references to
assumptions and relate to our future prospects, developments and business
strategies.

Factors that could cause our actual results to differ materially from those
expressed or implied in such forward-looking statements include, but are not
limited to:

o our high level of indebtedness;

o our ability to make interest and principal payment on our debt and satisfy
the other covenants contained in our credit facilities and other debt
agreements;

o our ability to improve the operating performance of our existing stores,
and, in particular, our new and relocated stores in accordance with our
management's long term strategy;

o the outcomes of pending lawsuits and governmental investigations, both
civil and criminal, involving our financial reporting and other matters;

o competitive pricing pressures, continued consolidation of the drugstore
industry;

o third-party prescription reimbursement levels, regulatory changes
governing pharmacy practices;

o general economic conditions, inflation and interest rate movements;

o merchandise supply constraints or disruptions;

o access to capital; and

o our ability to further develop, implement and maintain reliable and
adequate internal accounting systems and controls.

We undertake no obligation to revise the forward-looking statements included
in this prospectus to reflect any future events or circumstances. Our actual
results, performance or achievements could differ materially from the results
expressed in, or implied by, these forward-looking statements. Factors that
could cause or contribute to such differences are discussed in this prospectus
in the section titled "Risk Factors".

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange
Act of 1934. Accordingly, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. We also furnish to our
stockholders annual reports, which include financial statements audited by our
independent certified public accountants and other reports which the law
requires us to send to our stockholders. The public may read and copy any
reports, proxy statements or other information that we file at the SEC's public
reference room at Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549
and at the SEC's regional office at 505 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The public may obtain information on the public
reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at "http://www.sec.gov".

Our common stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "RAD". You can inspect and copy reports, proxy
statements and other information about us at the NYSE's offices at 20 Broad
Street, New York, New York 10005 and at the offices of the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104 and 618 South Spring
Street, Los Angeles, California 90014.

We have filed with the SEC a registration statement on Form S-4 under the
Securities Act with respect to the New Notes. This prospectus does not contain
all of the information in the registration statement. You will find more
information about us and the New Notes in the registration statement. Any
statements made in this prospectus concerning the provisions of legal documents
are not necessarily complete and you should read the documents which are filed
as exhibits to the registration statement or otherwise filed with the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference into this document the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we later file with the SEC will automatically update and
supersede the information contained or incorporated by reference in this
prospectus. Accordingly, we incorporate by reference:

o our annual report on Form 10-K for the fiscal year ended March 3, 2001,
filed on May 21, 2001;

o our proxy statement on Schedule 14A for our 2001 annual stockholders'
meeting, filed on May 31, 2001;

o our quarterly reports on Form 10-Q for the thirteen week periods ended June
2, 2001 and September 1, 2001; and

o our current reports on Form 8-K dated June 21, 2001 and June 28, 2001.

All documents that we subsequently file pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to the termination of this
exchange offer will be deemed to be incorporated by reference into this
prospectus from the date of filing of such documents. These documents are or
will be available for inspection or copying at the locations identified above
under the caption "Where you can find more information".

We will provide without charge to each person, including each beneficial
owner of Old Notes, to whom this prospectus is delivered, upon written or oral
request, a copy of any and all of the documents that have been incorporated by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference but not delivered with this prospectus).
You should direct requests for documents to 30 Hunter Lane, Camp Hill,
Pennsylvania 17011, attn: Senior Executive Vice President and General Counsel.
His telephone number is (717) 761-2633.

PROSPECTUS SUMMARY

The following information summarizes the detailed information and financial
statements included elsewhere and incorporated by reference in this prospectus.
We encourage you to read this entire prospectus and the information we are
incorporating by reference carefully. Unless otherwise indicated or the context
otherwise requires, dates in this prospectus that refer to a particular fiscal
year (e.g. fiscal 2001) refer to the fiscal year ended on the Saturday closest
to February 28 of that year. The fiscal year ended March 3, 2001 included 53
weeks. The fiscal years ended February 26, 2000, February 27, 1999 and February
28, 1998 included 52 weeks.

Rite Aid Corporation

Our Business

We are the second largest retail drugstore chain in the United States, based
on number of stores, and the third largest based on revenues. As of September 1,
2001, we operated 3,594 drugstores in 29 states across the country and in the
District of Columbia. We have a first or second place market position, based on
revenues, in 34 of the 65 major U.S. metropolitan markets in which we operate.
During fiscal 2001, we generated $14.5 billion in revenues and we generated $7.4
billion in revenues in our first half of fiscal 2002. Since the beginning of
fiscal 1997, we have purchased 1,554 stores, relocated 952 stores, opened 469
new stores and remodeled 435 stores. As a result, we believe we have one of the
most modern store bases in the industry.

In our stores, we sell prescription drugs and a wide assortment of other
merchandise, which we call "front-end" products. In fiscal 2001, our pharmacists
filled more than 204 million prescriptions, which accounted for 59.5% of our
total sales. In the first half of fiscal 2002, pharmacy sales accounted for
61.3% of our total sales. We believe that our pharmacy operations will continue
to represent a significant part of our business due to favorable industry
trends, including an aging population, increased life expectancy and the
discovery of new and better drug therapies. We offer approximately 24,600
front-end products, including over-the-counter medications, health and beauty
aids, personal care items, cosmetics, household items, beverages, convenience
foods, greeting cards, photo processing, seasonal merchandise and numerous other
everyday and convenience products, which accounted for the remaining 40.5% of
our total sales in fiscal 2001. We distinguish our stores from other national
chain drugstores, in part, through our private label brands and our strategic
alliance with General Nutrition Companies, Inc. ("GNC"), a leading retailer of
vitamin and mineral supplements. We offer over 1,500 products under the Rite Aid
private label brand, which contributed approximately 10% of our front-end sales
in fiscal 2001.

Background

Under prior management, we were engaged in an aggressive expansion program
from 1997 until 1999. During that period, we purchased 1,554 stores, relocated
866 stores, opened 445 new stores, remodeled 308 stores and acquired PCS Health
Systems, Inc. These activities had a significant negative impact on our
operating results and financial condition, severely strained our liquidity and
increased our indebtedness to $6.6 billion as of February 26, 2000, which
contributed to our inability to access the financial markets. A resulting
decrease in revenue due to inventory shortages, reduction in advertising and
uncompetitive prices on front-end products led to a decline in customer traffic,
which had a negative impact on our store operations. In October 1999, we
announced that we had identified accounting irregularities and our former
chairman and chief executive officer resigned. In November 1999, our former
auditors resigned and withdrew their previously issued opinions on our financial
statements for fiscal 1998 and fiscal 1999. We needed to restate our financial
statements and develop accounting systems and controls that would allow us to
manage our business and accurately report the results of our operations.

In December 1999, a new management team was hired, and since that time we
have been addressing our business, operational and financial challenges. In
response to our situation, new management has:

o Reduced our indebtedness from $6.6 billion as of February 26, 2000 to $3.7
billion as of September 1, 2001, after giving effect to the Refinancing
(described below);

o Improved front-end same store sales growth from a negative 2.2% in fiscal
2000 to a positive 6.5% in fiscal 2001 by improving store conditions and
product pricing and launching a competitive marketing program;

o Improved same store sales growth from 8.0% in the first half of fiscal
2001 to 9.1% in the first half of fiscal 2002 and front-end same store
sales growth from 3.8% in the first half of 2001 to 4.8% in the first half
of 2002;

o Restated our financial statements for fiscal 1998 and fiscal 1999, as well
as engaged Deloitte & Touche LLP as our new auditors to audit our fiscal
years beginning with fiscal 1998;

o Continued developing and implementing a comprehensive plan, which is
ongoing, to address problems with our accounting systems and controls, and
also resumed normal financial reporting;

o Significantly reduced the amount of our indebtedness maturing prior to
March 2005; and

o Addressed out-of-stock inventory levels and strengthened our vendor
relationships.

Refinancing Transactions

On June 27, 2001, we completed a comprehensive $3.2 billion refinancing
package (the "Refinancing") that includes a new $1.9 billion senior secured
credit facility underwritten by Citicorp North America, Inc., The Chase
Manhattan Bank, Credit Suisse First Boston and Fleet Retail Finance, Inc. As a
result of the Refinancing, we have significantly reduced our debt and the amount
of our debt maturing prior to March 2005.

Simultaneously with or prior to the closing of the new credit facility, we
completed the following transactions, which also form part of the Refinancing:

o $552.0 million in private placements of our common stock.

o An exchange with a financial institution of $152.025 million of our 10.5%
senior secured notes due 2002 for $152.025 million of new 12.5% senior
secured notes due 2006. The 12.5% senior secured notes due 2006 are
secured by a second lien on the collateral securing the new credit
facility.

o Private exchanges of common stock for $303.5 million of our bank debt and
10.5% senior secured notes due 2002.

o A synthetic lease transaction with respect to two of our distribution
centers in the amount of approximately $106.9 million.

o $150 million in a private placement of new 11.25% senior notes due 2008.

o The reclassification of $850.8 million of capital leases as operating
leases.

o An operating lease that we entered into with respect to our aircraft for
approximately $25.6 million.

o A tender offer whereby we accepted for payment $174.5 million of our 10.5%
senior secured notes due 2002 at 103.25% of their principal amount.

With the proceeds of the Refinancing, we repaid our previous senior secured
credit facility, our PCS and RCF credit facilities and our secured exchange
debt. As a result of the Refinancing, our remaining debt due before March 2005
consists of $152.0 million of our 5.25% convertible subordinated notes due 2002,
$107.8 million of our 6.00% dealer remarketable securities due 2003, $21.9
million of our 10.5% senior secured

notes due 2002 and amortization of the new credit facility. We expect to use
internally generated funds to retire both the 5.25% notes and the dealer
remarketable securities at maturity and to meet the amortization payments under
the new credit facility.

Risk Factors

Prospective purchasers of our senior secured notes should carefully consider
the information set forth under the heading "Risk Factors", together with all
other information in this prospectus, including the information we are
incorporating by reference, before making an investment in the senior secured
notes offered by this prospectus.

Our headquarters are located at 30 Hunter Lane, Camp Hill, Pennsylvania
17011, and our telephone number is (717) 761-2633. The address of our Web site
is www.riteaid.com. The information on our Web site is not part of this
prospectus. Our common stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange under the trading symbol "RAD". We were incorporated in
1968 and are a Delaware corporation.

THE EXCHANGE OFFER

Old Notes . . . . . . . . . . . . . . . . . 12.50% Senior Secured
Notes due 2006, which we
issued on June 27, 2001.

New Notes . . . . . . . . . . . . . . . . . 12.50% Senior Secured
Notes due 2006, the
issuance of which has
been registered under
the Securities Act of
1933. The form and terms
of the New Notes are
identical in all
material respects to
those of the Old Notes,
except that the transfer
restrictions and
registration rights
relating to the Old
Notes do not apply to
the New Notes.

Exchange Offer. . . . . . . . . . . . . . . We are offering to issue
up to $152,025,000
aggregate principal
amount of the New Notes
in exchange for a like
principal amount of the
Old Notes to satisfy our
obligations under the
registration rights
agreement that we
entered into when the
Old Notes were issued in
transactions in reliance
upon the exemption from
registration provided by
Section 3(a)(9) of the
Securities Act.

Expiration Date; Tenders. . . . . . . . . . The exchange offer will
expire at 5:00 p.m., New
York City time,
on , 2001, unless
extended in our sole and
absolute discretion. By
tendering your Old
Notes, you represent to
us that:

o you are not our
"affiliate," as
defined in Rule 405
under the Securities
Act;

o any New Notes you
receive in the
exchange offer are
being acquired by you
in the ordinary course
of your business;

o at the time of
commencement of the
exchange offer, neither
you nor, to your
knowledge, anyone
receiving New Notes from
you, has any arrangement
or understanding with
any person to
participate in the
distribution, as defined
in the Securities Act,
of the New Notes in
violation of the
Securities Act;

o if you are not a
participating broker-
dealer, you are not
engaged in, and do not
intend to engage in,
the distribution of
the New Notes, as
defined in the
Securities Act; and

o if you are a broker-
dealer, you will receive
the New Notes for your
own account in exchange
for Old Notes that were
acquired by you as a
result of your market-
making or other trading
activities and that you
will deliver a
prospectus in connection
with any resale of the
New Notes you receive.
For further information
regarding resales of the
New Notes by
participating broker-
dealers, see the
discussion under the
caption "Plan of
Distribution" beginning
on page 42.

Withdrawal; Non-Acceptance. . . . . . . . . You may withdraw any Old
Notes tendered in the
exchange offer at any
time prior to 5:00 p.m.,
New York City time, on ,
2001. If we decide for
any reason not to accept
any Old Notes tendered
for exchange, the Old
Notes will be returned to
the registered holder at
our expense promptly
after the expiration or
termination of the
exchange offer. In the
case of Old Notes
tendered by book-entry
transfer into the
exchange agent's account
at The Depository Trust
Company, any withdrawn or
unaccepted Old Notes will
be credited to the
tendering holder's
account at DTC. For
further information
regarding the withdrawal
of tendered Old Notes,
o ee the "The Exchange
Offer--Terms of the
Exchange Offer; Period
for Tendering Old Notes"
beginning on page 25 and
the "The Exchange
Offer--Withdrawal Rights"
beginning on page 28.

Conditions to the Exchange Offer. . . . . . The exchange offer is
subject to customary
conditions, which we may
waive. See the discussion
below under the caption
"The Exchange
Offer--Conditions to the
Exchange Offer" beginning
on page 28 for more
information regarding the
conditions to the
exchange offer.

Procedures for Tendering Old Notes. . . . . Unless you comply with
the procedures described
below under the caption
"The Exchange
Offer--Guaranteed
Delivery Procedures"
beginning on page 27, you
must do one of the
following on or prior to
the expiration or
termination of the
exchange offer to
participate in the
exchange offer:

o tender your Old Notes by
sending the certificates
for your Old Notes, in
proper form for
transfer, a properly
completed and duly
executed letter of
transmittal, with any
required signature
guarantees, and all
other documents required
by the letter of
transmittal, to State
Street Bank and Trust
Company, as exchange
agent, at one of the
addresses listed below
under the caption "The
Exchange Offer--Exchange
Agent" beginning on page
30, or

o tender your Old Notes by
using the book- entry
transfer procedures
described below and
transmitting a properly
completed and duly
executed letter of
transmittal, with any
required signature
guarantees, or an
agent's message instead
of the letter of
transmittal, to the
exchange agent. In order
for a book-entry
transfer to constitute a
valid tender of your Old
Notes in the exchange
offer, State Street Bank
and Trust Company, as
exchange agent, must
receive a confirmation
of book- entry transfer
of your Old Notes into
the exchange agent's
account at DTC prior to
the expiration or
termination of the
exchange offer. For more
information regarding
the use of book-entry
transfer procedures,

including a description
of the required agent's
message, see the
discussion below under
the caption "The
Exchange Offer--Book-
Entry Transfers"
beginning on page 27.

Guaranteed Delivery Procedures. . . . . . . If you are a registered
holder of Old Notes and
wish to tender your Old
Notes in the exchange
offer, but

o the Old Notes are not
immediately available,

o time will not permit
your Old Notes or other
required documents to
reach the exchange agent
before the expiration or
termination of the
exchange offer, or

o the procedure for
book-entry transfer
cannot be completed
prior to the
expiration or
termination of the
exchange offer,

then you may tender Old
Notes by following the
procedures described
below under the caption
"The Exchange
Offer--Guaranteed
Delivery Procedures" on
page 27.

Special Procedures for Beneficial Owners. . If you are a beneficial
owner whose Old Notes
are registered in the
name of the broker,
dealer, commercial bank,
trust company or other
nominee and you wish to
tender your Old Notes in
the exchange offer, you
should promptly contact
the person in whose name
the Old Notes are
registered and instruct
that person to tender on
your behalf. If you wish
to tender in the
exchange offer on your
behalf, prior to
completing and executing
the letter of
transmittal and
delivering your Old
Notes, you must either
make appropriate
arrangements to register
ownership of the Old
Notes in your name or
obtain a properly
completed bond power
from the person in whose
name the Old Notes are
registered.

Material Federal Income Tax Considerations. The exchange of the Old
Notes for New Notes in
the exchange offer will
not be a taxable
transaction for United
States Federal income tax
purposes. See the
discussion below under
the caption "Material
Federal Income Tax
Considerations" beginning
on page 42 for more
information regarding the
tax consequences to you
of the exchange offer.

Use of Proceeds . . . . . . . . . . . . . . We will not receive any
cash proceeds from the
exchange offer.

Exchange Agent. . . . . . . . . . . . . . . State Street Bank and
Trust Company is the
exchange agent for the
exchange offer. You can
find the address and
telephone number of the
exchange agent below
under the caption "The
Exchange Offer--Exchange
Agent" beginning on page
30.

Resales . . . . . . . . . . . . . . . . . . Based on interpretations
by the staff of the SEC,
as set forth in no-
action letters issued to
the third parties, we
believe that the New
Notes you receive in the
exchange

offer may be offered for
resale, resold or
otherwise transferred
without compliance with
the registration and
prospectus delivery
provisions of the
Securities Act. However,
you will not be able to
freely transfer the New
Notes if:

o you are our
"affiliate," as
defined in Rule 405
under the Securities
Act;

o you are not acquiring
the New Notes in the
exchange offer in the
ordinary course of
your business;

o you have an arrangement
or understanding with
any person to
participate in the
distribution, as defined
in the Securities Act,
of the New Notes, you
will receive in the
exchange offer; or

o you are a participating
broker-dealer that
received New Notes for
its own account in the
exchange offer in
exchange for Old Notes
that were acquired as a
result of market- making
or other trading
activities.

If you fall within one of
the exceptions listed
above, you must comply
with the registration and
prospectus delivery
requirements of the
Securities Act in
connection with any
resale transaction
involving the New Notes.
See the discussion below
under the caption "The
Exchange
Offer--Procedures for
Tendering Old Notes"
beginning on page 25 for
more information.

CONSEQUENCES OF NOT EXCHANGING OLD NOTES

If you do not exchange your Old Notes in the exchange offer, your Old Notes
will continue to be subject to the restrictions on transfer described in the
legend on the certificate for your Old Notes. In general, you may offer or sell
your Old Notes only:

o if they are registered under the Securities Act and applicable state
securities laws;

o if they are offered or sold under an exemption from registration under the
Securities Act and applicable state securities laws; or

o if they are offered or sold in a transaction not subject to the Securities
Act and applicable state securities laws.

We do not currently intend to register the Old Notes under the Securities
Act. Under some circumstances, however, holders of the Old Notes, including
holders who are not permitted to participate in the exchange offer or who may
not freely resell New Notes received in the exchange offer, may require us to
file, and to cause to become effective, a shelf registration statement covering
resales of Old Notes by these holders. For more information regarding the
consequences of not tendering your Old Notes and our obligation to file a shelf
registration statement, see "The Exchange Offer--Consequences of Exchanging or
Failing to Exchange Old Notes" beginning on page 30 and "Description of the New
Notes--Registration Rights Agreement" beginning on page 35.

SUMMARY DESCRIPTION OF THE NEW NOTES

The terms of the New Notes and those of the outstanding Old Notes are
substantially identical, except that the transfer restrictions and registration
rights relating to the Old Notes do not apply to the New Notes. In addition, if
we do not have an effective registration statement on file with the SEC to
register the New Notes within 180 days of the filing of the registration
statement of which this prospectus forms a part, or if the exchange offer is not
completed on or before the 40th business day after the registration statement
becomes effective, we will be required to pay liquidated damages to each holder
of Old Notes until we cure the registration default. See "Description of the New
Notes--Registration Rights Agreement" beginning on page 35.

Issuer. . . . . . . . . . . . . . . . . . . Rite Aid Corporation

Securities Offered. . . . . . . . . . . . . Up to $152,025,000
million aggregate
principal amount of
12.50% Senior Secured
Notes due 2006.

Maturity Date . . . . . . . . . . . . . . . September 15, 2006

Interest. . . . . . . . . . . . . . . . . . Interest on the New
Notes will accrue at the
rate of 12.50% per annum
and will be payable
semi-annually on March
15 and September 15 of
each year. Interest will
be paid to holders of
record as of March 1 or
September 1 immediately
preceding such payment
date.

Mandatory Redemption. . . . . . . . . . . . None.

Optional Redemption . . . . . . . . . . . . None.

Subsidiary Guarantees . . . . . . . . . . . Our obligations under the
New Notes will be
guaranteed by
substantially all of our
subsidiaries. This
guarantee will be
subordinated to the
guarantee securing our
secured credit facility
and 10.5% senior secured
notes due 2002. These
guarantees may be limited
(and subject to automatic
reduction) to prevent
such guarantees and the
guarantees of certain of
our other indebtedness
from constituting
fraudulent conveyances.
In addition, until we are
subject to a bankruptcy
proceeding, the holders
of the New Notes and the
other debt guaranteed on
a subordinated basis may
not make any demand for
payment under such
guarantees or institute
any legal actions or
bankruptcy proceedings
against the guarantors.
See "Description of the
New Notes--Ranking;
Subsidiary Guarantees;
Security" on page 32.

Security. . . . . . . . . . . . . . . . . . The guarantees of the
New Notes will be
secured by second
priority liens by our
subsidiary guarantees on
substantially all of
their inventory,
accounts receivable,
intellectual property
and certain of their
owned real property.

The second priority liens
will be shared equally
and ratably with our
creditors under certain
of our other
indebtedness, and will be
subordinate to first
priority liens securing
the guarantees in respect
of our secured credit
facility and 10.5% senior
secured notes due 2002.
The lenders under the
secured credit facility
will, at all times,
control all remedies or
other actions related to
the Collateral. See
"Description of the New
Notes--Ranking;
Subsidiary Guarantees;
Security" on page 32.

Change of Control . . . . . . . . . . . . . We are prohibited from
merging with another
corporation or selling
our property
substantially as an
entirety, except under
limited circumstances.
See "Description of the
New Notes--Certain
Restrictions" beginning
on page 35.

Ranking . . . . . . . . . . . . . . . . . . The New Notes will be
pari passu in right of
payment with our other
unsecured senior debt.
All of our debt, other
than our 5.25%
convertible notes, is
senior debt. As of
September 1, 2001,
approximately 46% of this
senior debt, including
the Old Notes, was
secured by some assets
that will also secure the
New Notes. Our
subsidiaries conduct
substantially all our
operations and have
substantial liabilities,
including trade payables.
If the subsidiary
guarantees are invalid or
unenforceable or the
limitations under the
guarantees are applied,
the New Notes will be
structurally subordinated
to our substantial
subsidiary liabilities
and the liens on the
collateral would be
invalid or unenforceable.

Covenants . . . . . . . . . . . . . . . . . The terms of the New
Notes restrict our
ability, among other
things, to incur certain
additional debt, engage
in sale-lease back
transactions and incur
liens. These limitations
are subject to a number
of important
qualifications and
exceptions. For further
information regarding the
restrictions imposed on
us by the terms of the
New Notes, see the
discussion under
"Description of the New
Notes--Certain
Restrictions" beginning
on page 35.

Events of Default . . . . . . . . . . . . . The following events,
among others, constitute
events of default under
the New Notes

o default for 30 days in
any payment of
interest upon any New
Notes;

o default in any payment
of principal of (or
premium, if any) upon
any New Notes when
due;

o default for 60 days
after appropriate notice
in the performance of
any other covenant in
the New Notes or the
indenture governing the
New Notes;

o certain events in
bankruptcy, insolvency
or reorganization;

o certain events of
default resulting in
the acceleration of
the maturity of
certain debt in excess
of $10 million; and

o other events described
in the indenture
governing the New
Notes.

For further information
regarding events of
default, see the
discussion under
"Description of the New
Notes--Events of Default"
beginning on page 37.

RISK FACTORS

You should consider carefully the following factors, as well as the other
information set forth or incorporated by reference in this prospectus, before
tendering your Old Notes in the exchange offer. When we use the term "Notes" in
this prospectus, the term includes the Old Notes and the New Notes.

Risks related to the Exchange Offer and holding the New Notes

Holders who fail to exchange their Old Notes will continue to be subject to
restrictions on transfer.

If you do not exchange your Old Notes for New Notes in the exchange offer,
you will continue to be subject to the restrictions on transfer of your Old
Notes described in the legend on the certificates for your Old Notes. The
restrictions on transfer of your Old Notes arise because we issued the Old Notes
under exemptions from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state securities laws. In
general, you may only offer or sell the Old Notes if they are registered under
the Securities Act and applicable state securities laws, or offered and sold
under an exemption from these requirements. We do not plan to register the Old
Notes under the Securities Act. For further information regarding the
consequences of tendering your Old Notes in the exchange offer, see the
discussions below under the captions "The Exchange Offer--Consequences of
Exchanging or Failing to Exchange Old Notes" and "Material Federal Income Tax
Considerations."

You must comply with the exchange offer procedures in order to receive new,
freely tradable notes.

Delivery of New Notes in exchange for Old Notes tendered and accepted for
exchange pursuant to the exchange offer will be made only after timely receipt
by the exchange agent of the following:

o certificates for Old Notes or a book-entry confirmation of a book-entry
transfer of Old Notes into the Exchange Agent's account at DTC, New York,
New York as depository, including an Agent's Message (as defined) if the
tendering holder does not deliver a letter of transmittal,

o a completed and signed letter of transmittal (or facsimile thereof), with
any required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message in lieu of the letter of transmittal, and

o any other documents required by the letter of transmittal.

Therefore, holders of Old Notes who would like to tender Old Notes in
exchange for New Notes should be sure to allow enough time for the Old Notes to
be delivered on time. We are not required to notify you of defects or
irregularities in tenders of Old Notes for exchange. Old Notes that are not
tendered or that are tendered but we do not accept for exchange will, following
consummation of the exchange offer, continue to be subject to the existing
transfer restrictions under the Securities Act and, upon consummation of the
exchange offer, certain registration and other rights under the registration
rights agreement will terminate. See "The Exchange Offer--Procedures for
Tendering Old Notes" and "The Exchange Offer--Consequences of Exchanging or
Failing to Exchange Old Notes."

Some holders who exchange their Old Notes may be deemed to be underwriters.

If you exchange your Old Notes in the exchange offer for the purpose of
participating in a distribution of the New Notes, you may be deemed to have
received restricted securities and, if so, will be required to comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

You may find it difficult to sell your notes.

There is no existing trading market for the New Notes. We do not intend to
apply for listing or quotation of the New Notes on any exchange. Therefore, we
do not know the extent to which investor interest will lead to the development
of a trading market or how liquid that market might be, nor can we make any
assurances regarding the ability of New Note holders to sell their New Notes,
the amount of New Notes to be

outstanding following the exchange offer or the price at which the New Notes
might be sold. As a result, the market price of the New Notes could be adversely
affected. Historically, the market for non-investment grade debt, such as the
New Notes, has been subject to disruptions that have caused substantial
volatility in the prices of such securities. Any such disruptions may have an
adverse affect on holders of the New Notes.

If the guarantees of the New Notes and the liens that secure these guarantees
are held to be invalid or unenforceable or are limited in accordance with their
terms, the New Notes would be unsecured and structurally subordinated to the
debt of our subsidiaries.

We are a holding company with no direct operations. Our principal assets are
the equity interests we hold in our operating subsidies. As a result, we depend
on dividends and other payments from our subsidiaries to generate the funds
necessary to meet our financial obligations, including the payment of principal
of and interest on our outstanding debt. Our subsidiaries are legally distinct
from us and have no obligation to pay amounts due on our debt to or to make
funds available to us for such payment. Accordingly, any of our debt that is not
guaranteed by our subsidiaries is structurally subordinated to the debt and
other liabilities of our subsidiaries. As of March 3, 2001, the indebtedness and
other liabilities of our subsidiaries, excluding guarantees of our indebtedness
and lease obligations, was approximately $2.4 billion.

Substantially all of our subsidiaries will guarantee our obligations on the
New Notes. These guarantees will be secured by shared second priority liens on
assets of these subsidiaries. The terms of these guarantees will provide that
they are limited (and subject to automatic reduction) to the extent necessary to
prevent such guarantees and the guarantees of the senior facility from
constituting fraudulent conveyances.

Our creditors or the creditors of our subsidiaries could challenge these
guarantees and these liens as fraudulent conveyances or on other grounds. We
cannot assure you that a court would not conclude that the guarantees and liens
constitute fraudulent conveyances. In the event that a court declares either
these guarantees or these liens to be void, or in the event that the guarantees
must be limited or voided in accordance with their terms, any claim you may make
against for amounts payable on the New Notes would be unsecured and subordinated
to the debt of our subsidiaries, including trade payables.

The guarantees of the New Notes will be subordinated to the guarantees of our
senior indebtedness.

The guarantees of the New Notes given by our subsidiaries will be secured by
a second priority lien over the assets of substantially all of our subsidiaries.
These subsidiaries have given guarantees secured by first priority liens in
respect of certain of our senior indebtedness, including our senior secured
credit facility and our 10.5% senior secured notes due 2002. The second priority
lien held by the New Notes is also shared with the holders of certain other of
our indebtedness, including our other credit facilities.

As a result, the assets of our subsidiaries will only be available to holders
of the New Notes after we have fully satisfied our obligations under our senior
indebtedness. Furthermore, any surplus proceeds from the liquidation of the
collateral after satisfaction of our obligations to holders of our senior debt
must be shared with the holders of the other debt secured by the second priority
lien.

Consequently, our obligations under the New Notes are secured only to the
extent that: (i) our senior indebtedness is oversecured; and (ii) the
oversecured amount is sufficient to secure the New Notes and the other
indebtedness secured by the shared second priority lien.

The holders of the New Notes will be unable to control decisions regarding the
collateral.

The holders of the senior debt that has the benefit of the first priority
lien over the collateral control all matters related to the collateral, the
collateral agent, those holders may take actions with respect to the collateral
with which holders of the New Notes may disagree or that may be contrary to the
interests of holders of the New Notes. In addition, the holders of the senior
debt have the right to determine whether to waive any prepayments with the
proceeds of the liquidation of the collateral. In the event of such a waiver,
the holders would not be entitled to any prepayment of the New Notes.

In addition, issues concerning the exercise of the second priority lien will
be determined by the approval of holders of a majority of the outstanding
principal amount of the debt that shares the second priority lien. The aggregate
principal amount of the New Notes (assuming that all Old Notes are exchanged for
New Notes pursuant to this exchange offer) will not represent a majority of this
debt.

Holders of the Old Notes participating in the exchange offer will not recognize
gain or loss in the exchange.

The exchange of Old Notes for New Notes in the exchange offer will not be a
taxable transaction to holders for U.S. federal income tax purposes. See the
discussion under the caption "Material Federal Income Tax Considerations".

Risks Related to Our Financial Condition

We are highly leveraged. Our substantial indebtedness will severely limit cash
flow available for our operations and could adversely affect our ability to
service debt or obtain additional financing if necessary.

After giving effect to the Refinancing, we had, as of September 1, 2001 $3.7
billion of outstanding indebtedness (including current maturities but excluding
letters of credit) and stockholders' equity of $453.2 million. We also have
additional borrowing capacity under our revolving credit facility of $423.9
million. Our debt obligations will continue to adversely affect our operations
in a number of ways and our cash flow is insufficient to service our debt, which
may require us to borrow additional funds for that purpose, restructure or
otherwise refinance that debt. Our earnings were insufficient to cover our fixed
charges for fiscal 2001 by $1.2 billion. After giving effect to the Refinancing
on a pro forma basis, we estimate that our earnings would have been insufficient
to cover our fixed charges for fiscal 2001.

Our high level of indebtedness will continue to restrict our operations.
Among other things, our indebtedness will:

o limit our ability to obtain additional financing;

o limit our flexibility in planning for, or reacting to, changes in the
markets in which we compete;

o place us at a competitive disadvantage relative to our competitors with
less indebtedness;

o render us more vulnerable to general adverse economic and industry
conditions; and

o require us to dedicate substantially all of our cash flow to service our
debt.

In fiscal 2000 we experienced operational and financial difficulties,
resulting in disputes with suppliers and vendors. These disputes were based
primarily on our level of indebtedness and led to more restrictive vendor
contract terms. Although we believe that our prior disputes with suppliers and
vendors have been largely resolved, any future material deterioration in our
operational or our financial situation could again impact vendors' and
suppliers' willingness to do business with us. Our ability to make payments on
our debt, depends upon our ability to substantially improve our future operating
performance, which is subject to general economic and competitive conditions and
to financial, business and other factors, many of which we cannot control. If
our cash flow from our operating activities is insufficient, we may take certain
actions, including delaying or reducing capital or other expenditures,
attempting to restructure or refinance our debt, selling assets or operations or
seeking additional equity capital. We may be unable to take any of these actions
on satisfactory terms or in a timely manner. Further, any of these actions may
not be sufficient to allow us to service our debt obligations or may have an
adverse impact on our business. Our existing debt agreements, limit our ability
to take certain of these actions. Our failure to earn enough to pay our debts or
to successfully undertake any of these actions could have a material adverse
effect on us.

Some of our debt, including borrowings under our new credit facility, is based
upon variable rates of interest, which could result in higher interest expense
in the event of increases in interest rates.

Approximately $378.5 million of our outstanding indebtedness as of September
1, 2001, following the Refinancing, bears an interest rate that varies depending
upon LIBOR and is not covered by interest rate swap

contracts that expire in 2002. If we borrow additional amounts under our senior
secured facility, the interest rate on those borrowings will vary depending upon
LIBOR. If LIBOR rises, the interest rates on this outstanding debt will also
increase. Therefore an increase in LIBOR would increase our interest payment
obligations under these outstanding loans and have a negative effect on our cash
flow and financial condition.

The covenants in our outstanding indebtedness impose restrictions that may limit
our operating and financial flexibility.

The covenants in the instruments governing our outstanding indebtedness,
including our new credit facility, restrict our ability to incur liens and debt,
pay dividends, make redemptions and repurchases of capital stock, make loans,
investments and capital expenditures, prepay, redeem or repurchase debt, engage
in mergers, consolidations, asset dispositions, sale-leaseback transactions and
affiliate transactions, change our business, amend certain debt and other
material agreements, issue and sell capital stock of subsidiaries, restrict
distributions from subsidiaries and grant negative pledges to other creditors.

Moreover, if we are unable to meet the terms of the financial covenants or if
we breach any of these covenants, a default could result under one or more of
these agreements. A default, if not waived by our lenders, could result in the
acceleration of our outstanding indebtedness and cause our debt to become
immediately due and payable. If acceleration occurs, we would not be able to
repay our debt and it is unlikely that we would be able to borrow sufficient
additional funds to refinance such debt. Even if new financing is made available
to us, it may not be available on terms acceptable to us.

If we were required to obtain waivers of defaults, we may incur significant
fees and transaction costs. In fiscal 2000, we were required to obtain waivers
of compliance with, and modifications to, certain of the covenants contained in
our senior credit and loan agreements and public indentures. In connection with
obtaining certain of such waivers and modifications, we paid significant fees
and transaction costs.

Risks Related to our Operations

Major lawsuits have been brought against us and certain of our subsidiaries, and
there are currently pending both civil and criminal investigations by the U.S.
Securities and Exchange Commission, the United States Attorney and an
investigation by the United States Department of Labor. In addition to any fines
or damages that we might have to pay, any criminal conviction against us may
result in the loss of licenses and contracts that are material to the conduct of
our business, which would have a negative effect on our results of operations,
financial condition and cash flows.

There are several major ongoing lawsuits and investigations in which we are
involved. These include, in addition to the investigations described below,
several class action lawsuits. While some of these lawsuits have been settled,
we are unable to predict the outcome of any of these matters at this time. If
any of these cases result in a substantial monetary judgment against us or is
settled on unfavorable terms, our results of operations, financial condition and
cash flows could be materially adversely affected.

There are currently pending both civil and criminal governmental
investigations by the SEC and the United States Attorney concerning our
financial reporting and other matters. In addition, an investigation has also
been commenced by the U.S. Department of Labor concerning our employee benefit
plans, including our principal 401(k) plan, which permitted employees to
purchase our common stock. Purchases of our common stock under the plan were
suspended in October 1999. In January 2001, we appointed an independent trustee
to represent the interests of these plans in relation to the company and to
investigate possible claims the plans may have against us. Both the independent
trustee and the Department of Labor have asserted that the plans may have claims
against us. These investigations are ongoing and we cannot predict their
outcomes. If we were convicted of any crime, certain licenses and government
contracts, such as Medicaid plan reimbursement agreements, that are material to
our operations may be revoked, which would have a material adverse effect on our
results of operations and financial condition. In addition, substantial
penalties, damages, or other monetary remedies assessed against us could also
have a material adverse effect on our results of operations, financial condition
and cash flows.

Given the size and nature of our business, we are subject from time to time
to various lawsuits which, depending on their outcome, may have a negative
impact on our results of operations, financial condition and cash flows.

We are substantially dependent on a single supplier of pharmaceutical products
to sell products to us on satisfactory terms. A disruption in this relationship
would have a negative effect on our results of operations, financial condition
and cash flows.

We obtain approximately 93% of our pharmaceutical supplies from a single
supplier, McKesson HBOC, Inc., pursuant to a long-term contract. Pharmacy sales
represented approximately 59.5% of our total sales during fiscal 2001, and,
therefore, our relationship with McKesson HBOC is important to us. Any
significant disruptions in our relationship with McKesson HBOC would make it
difficult for us to continue to operate our business, and would have a material
adverse effect on our results of operations, financial condition and cash flows.

Our auditors have identified numerous "reportable conditions", which relate to
our internal accounting systems and controls, which systems and controls may be
insufficient. Improvements to our internal accounting systems and controls could
require substantial resources.

An audit of our financial statements for fiscal 1998 and fiscal 1999,
following a previous restatement, concluded in July 2000 and resulted in an
additional restatement of fiscal 1998 and fiscal 1999. Following its review of
our books and records, our management concluded that further steps were needed
to establish and maintain the adequacy of our internal accounting systems and
controls. In connection with the above audits of our financial statements,
Deloitte & Touche LLP advised us that it believed there were numerous
"reportable conditions" under the standards established by the American
Institute of Certified Public Accountants which relate to our accounting systems
and controls that could adversely affect our ability to record, process,
summarize and report financial data consistent with the assertions of management
in the financial statements. In order to address the reportable conditions
identified by Deloitte & Touche LLP, we are developing and implementing
comprehensive, adequate and reliable accounting systems and controls. If,
however, we determine that our internal accounting systems and controls require
additional improvements beyond those identified, or if the changes we are
implementing are inadequate, we may need to commit additional substantial
resources, including time from our management team, to implement new systems and
controls, which could affect the timeliness of our financial or management
reporting.

We need to continue to improve our operations in order to improve our financial
condition, but our operations will not improve if we cannot continue to
effectively implement our business strategy or if they are negatively affected
by general economic conditions.

Our operations during fiscal 2000 were adversely affected by a number of
factors, including our financial difficulties, inventory shortages, allegations
of violations of the law, including drug pricing issues, disputes with suppliers
and uncertainties regarding our ability to produce audited financial statements.
To improve operations, new management developed and in fiscal 2001 began
implementing and continues to implement, a business strategy to improve our
stores and enhance our relationships with our customers by improving the pricing
of products, providing more consistent advertising through weekly circulars,
eliminating inventory shortages and out-dated inventory, resolving issues and
disputes with our vendors, and developing programs intended to provide better
customer service and purchasing prescription files and other means. If we are
not successful in implementing our business strategy, or if our business
strategy is not effective, we may not be able to continue to improve our
operations. In addition, any adverse change in general economic conditions can
adversely affect consumer buying practices and reduce our sales of front-end
products, which are our higher margin products, and cause a proportionately
greater decrease in our profitability. Failure to continue to improve operations
or a decline in general economic conditions would adversely affect our results
of operations, financial condition and cash flows and our ability to make
principal or interest payments on our debt.

We cannot assure you that management will be able to successfully manage our
business or successfully implement our strategic plan. This could have a
material adverse effect on our business and the results of our operations,
financial condition and cash flows.

In December 1999, we hired a new management team to address our business,
operational financial and accounting challenges. Our management team has
considerable experience in the retail industry. Nonetheless, we cannot assure
you that our management will be able successfully to manage our business or
successfully implement our strategic business plan. This could have a material
adverse effect on our results of operations, financial condition and cash flows.

We are dependent on our management team, and the loss of their services could
have a material adverse effect on our business and the results of our operations
or financial condition.

The success of our business is materially dependent upon the continued
services of our chairman and chief executive officer, Robert G. Miller, and the
other members of our management team. The loss of Mr. Miller or other key
personnel could have a material adverse effect on the results of our operations,
financial condition and cash flows. Additionally, we cannot assure you that we
will be able to attract or retain other skilled personnel in the future.

Risks Related to our Industry

The markets in which we operate are very competitive and further increases in
competition could adversely affect us.

We face intense competition with local, regional and national companies,
including other drugstore chains, independently owned drugstores, supermarkets,
mass merchandisers, discount stores and mail order pharmacies. We may not be
able to effectively compete against them because our existing or potential
competitors may have financial and other resources that are superior to ours. In
addition, we may be at a competitive disadvantage because we are more highly
leveraged than our competitors. Because many of our stores are new, their
ability to achieve profitability depends on their ability to achieve a critical
mass of customers. While customer growth is often achieved through purchases of
prescription files from existing pharmacies, our ability to achieve this
critical mass through purchases of prescription files could be confined by
liquidity constraints. Although in the recent past, our competitiveness has been
adversely affected by problems with inventory shortages, uncompetitive pricing
and customer service, we have taken steps to address these issues. We believe
that the continued consolidation of the drugstore industry will further increase
competitive pressures in the industry. As competition increases, a significant
increase in general pricing pressures could occur which would require us to
increase our sales volume and to sell higher margin products and services in
order to remain competitive. We cannot assure you that we will be able to
continue effectively to compete in our markets or increase our sales volume in
response to further increased competition.

Changes in third-party reimbursement levels for prescription drugs could reduce
our margins and have a material adverse effect on our business.

Sales of prescription drugs, as a percentage of sales, and the percentage of
prescription sales reimbursed by third parties, have been increasing and we
expect them to continue to increase. In fiscal 2001, sales of prescription drugs
represented 59.5% of our sales and we were reimbursed by third-party payors for
approximately 90.3% of all of the prescription drugs that we sold. In the first
half of fiscal 2002, sales of prescription drugs represented 61.3% of our sales
and we were reimbursed by third-party payors for approximately 91.9% of all the
prescription drugs that we sold. During fiscal 2001, the top five third-party
payors accounted for approximately 26.4% of our total sales. Any significant
loss of third-party provider business could have a material adverse effect on
our business and results of operations. Also, these third-party payors could
reduce the levels at which they will reimburse us for the prescription drugs
that we provide to their members. Furthermore, if Medicare is reformed to
include prescription benefits, we may be reimbursed for some prescription drugs
at prices lower than our current retail prices. If third-party payors reduce
their reimbursement levels or if Medicare covers prescription drugs at
reimbursement levels lower than our current

retail prices, our margins on these sales would be reduced, and the
profitability of our business and our results of operations, financial condition
and cash flows could be adversely affected.

We are subject to governmental regulations, procedures and requirements; our
noncompliance or a significant regulatory change could adversely affect our
business, the results of our operations or our financial condition.

Our pharmacy business is subject to federal, state, and local regulation.
These include local registrations of pharmacies in the states where our
pharmacies are located, applicable Medicare and Medicaid regulations, and
prohibitions against paid referrals of patients. Failure to properly adhere to
these and other applicable regulations could result in the imposition of civil
and criminal penalties and could adversely affect the continued operation of our
business. Furthermore, our pharmacies could be affected by federal and state
reform programs, such as healthcare reform initiatives which could, in turn,
negatively affect our business. The passing of these initiatives or any new
federal or state programs could adversely affect our results of operations,
financial condition and cash flows.

Certain risks are inherent in the provision of pharmacy services; our insurance
may not be adequate to cover any claims against us.

Pharmacies are exposed to risks inherent in the packaging and distribution of
pharmaceuticals and other healthcare products, such as with respect to improper
filling of prescriptions, labeling of prescriptions and adequacy of warnings.
Although we maintain professional liability and errors and omissions liability
insurance from time to time, claims result in the payment of significant
amounts, some portions of which are not funded by insurance. We cannot assure
you that the coverage limits under our insurance programs will be adequate to
protect us against future claims, or that we will maintain this insurance on
acceptable terms in the future. Our results of operations, financial condition
or cash flows may be adversely affected if in the future our insurance coverage
proves to be inadequate or unavailable or there is an increase in liability for
which we self insure or we suffer reputational harm as a result of an error or
omission.

We will not be able to compete effectively if we are unable to attract, hire and
retain qualified pharmacists.

There is a nationwide shortage of qualified pharmacists. In response, we have
implemented improved benefits and training programs in order to attract, hire
and retain qualified pharmacists. However, we may not be able to attract, hire
and retain enough qualified pharmacists. This could adversely affect our
operations.

USE OF PROCEEDS

We will not receive any cash proceeds from the exchange offer. Any Old Notes
that are properly tendered and exchanged pursuant to the exchange offer will be
retired and cancelled.

RATIO OF EARNINGS TO FIXED CHARGES

We have calculated the ratio or earnings to fixed charges in the following
table by dividing earnings by fixed charges. For this purpose, earnings include
pre-tax income from continuing operations plus fixed charges. Fixed charges
include interest, whether expensed or capitalized, amortization of debt expense,
preferred stock dividend requirement and that portion of rental expense which is
representative of the interest factor in those rentals. The ratio of earnings to
fixed charges data is presented for four fiscal years. As previously discussed
in our Form 10-K dated May 21, 2001 and our Form 10-K/A dated October 11, 2000,
substantial time, effort and expense was required over a six month period to
review, assess, reconcile, prepare and audit our financial statements for the
2000, 1999 and 1998 fiscal years. We believe it would require an unreasonable
effort and expense to conduct a similar process related to the 1997 fiscal year.

Twenty-Six Week
Year Ended Period Ended
-------------------------------------------------------------------------- -----------------
March 3, 2001 February 27, 2000 February 27, 1999 February 28, 1998 September 1, 2001
(53 weeks) (52 weeks) (52 weeks) (52 weeks)
------------- ----------------- ----------------- ----------------- -----------------
(Dollars in thousands)

Fixed Charges:
Interest Expense ............ $ 649,926 $ 542,028 $ 274,826 $ 209,152 $ 231,066
Interest Portion of Net
Rental Expense (1)......... 159,066 146,852 139,104 121,694 93,236
----------- ----------- --------- --------- ---------
Fixed Charges Before
Capitalized Interest and
Preferred Stock Dividend
Requirements............... 808,992 688,880 413,930 330,846 324,302
Preferred Stock Dividend
Requirement (2)............ 42,445 15,554 965 -- 20,566
Capitalized Interest ........ 1,836 5,292 7,069 4,102 422
----------- ----------- --------- --------- ---------
Total Fixed Charges ......... $ 853,273 $ 709,726 $ 421,964 $ 334,948 $ 345,290
----------- ----------- --------- --------- ---------
Earnings:
Loss From Continuing
Operations Before Income
Taxes, Extraordinary Item
and Cumulative Effect of
Accounting Change.......... $(1,282,807) $(1,123,296) $(665,040) $(173,090) $(387,934)
Share of Loss From Equity
Method Investees........... 36,675 15,181 448 1,886 10,395
Fixed Charges Before
Capitalized Interest....... 851,437 704,434 414,895 330,846 344,868
----------- ----------- --------- --------- ---------
Total Adjusted Earnings
(Loss)..................... (394,695) (403,681) (249,697) 159,642 (32,671)
----------- ----------- --------- --------- ---------
Earnings to Fixed Charges,
Deficiency................. $(1,247,968) $(1,113,407) $(671,661) $(175,306) $(377,961)
=========== =========== ========= ========= =========

--------------------

(1) The Interest Portion of Net Rental Expense is estimated to be equal to one-
third of the minimum rental expense for the period.

(2) The Preferred Stock Dividend Requirement is computed as the pre-tax earnings
that would be required to cover preferred stock dividends.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following selected consolidated financial data should be read in
conjunction with the financial statements and related notes incorporated by
reference in this prospectus. Annual selected consolidated financial information
is presented for four fiscal years. The selected consolidated financial data for
the twenty-six week periods ended September 1, 2001 and August 26, 2000 are
unaudited and not necessarily indicative of the results to be expected for the
full year. The unaudited interim selected consolidated financial data reflects
all adjustments (consisting primarily of normal recurring adjustments except as
described in the footnotes to the interim condensed consolidated financial
statements) which are, in the opinion of our management, necessary to present
fairly the financial data for the interim periods. As previously discussed in
our Form 10-K dated May 21, 2001 and our Form 10-K/A dated October 11, 2000,
substantial time, effort and expense was required over a six month period to
review, assess, reconcile, prepare and audit our financial statements for the
2000, 1999 and 1998 fiscal years. We believe it would require an unreasonable
effort and expense to conduct a similar process related to the 1997 fiscal year.
The following selected consolidated financial information does not give pro
forma effect to the Refinancing.

Fiscal Year Ended
--------------------------------------------------------------------------
March 3, 2001 February 26, 2000 February 27, 1999 February 28, 1998
(53 Weeks) (52 Weeks) (52 Weeks) (52 Weeks)(1)
------------- ----------------- ----------------- -----------------
(Dollars in thousands, except per share amounts)

Operations Data:
Revenues ................................. $ 14,516,865 $ 13,338,947 $ 12,438,442 $ 11,352,637
Costs and expenses:
Cost of goods sold, including occupancy
costs ................................. 11,151,490 10,213,428 9,406,831 8,419,021
Selling, general and administrative
expenses .............................. 3,458,307 3,607,810 3,200,563 2,773,560
Goodwill amortization................... 20,670 24,457 26,055 26,169
Store closing and impairment charges
(credits) ............................. 388,078 139,448 195,359 155,024
Interest expense........................ 649,926 542,028 274,826 202,688
Interest rate swap contracts market
value adjustment ...................... -- -- -- --
Loss on debt and lease conversions and
modifications ......................... 100,556 -- -- --
Share of loss and lease from equity
investments............................ 36,675 15,181 448 1,886
(Gain) loss on sale of assets and
investments............................ (6,030) (80,109) -- (52,621)
------------ ------------ ------------ ------------
Total costs and expenses ................. 15,799,672 14,462,243 13,104,082 11,525,727
------------ ------------ ------------ ------------
Loss from continuing operations before
income taxes, extraordinary item and
cumulative effect of accounting change (1,282,807) (1,123,296) (665,640) (173,090)
Income tax expense (benefit) ............. 148,957 (8,375) (216,941) (28,064)
------------ ------------ ------------ ------------
Loss from continuing operations before
extraordinary item and cumulative
effect of accounting change(2) ........ (1,431,764) (1,114,921) (448,699) (145,026)
Income (loss) from discontinued
operations, net(2)...................... 11,335 9,178 (12,823) (20,214)
Loss on disposal of discontinued
operations, net......................... (168,795) -- -- --
Extraordinary item, loss on early
extinguishment of debt, net............. -- -- -- --
Cumulative effect of accounting change,
net..................................... -- (27,300) -- --
------------ ------------ ------------ ------------
Net loss ................................ $ (1,589,224) $ (1,133,043) $ (461,522) $ (165,240)
============ ============ ============ ============
Basic and diluted (loss) income per share:
Loss from continuing operations......... $ (5.15) $ (4.34) $ (1.74) $ (0.58)
Income (loss) from discontinued
operations ............................ (0.50) 0.04 (0.05) (0.08)
Loss from extraordinary item............ -- -- -- --
Cumulative effect of accounting change,
net ................................... -- (0.11) -- --
------------ ------------ ------------ ------------
Net loss per share .................... $ (5.65) $ (4.41) $ (1.79) $ (0.66)
============ ============ ============ ============
Balance Sheet Data (at end of period):
Working capital (deficit)............... $ 1,955,877 $ 752,657 $ (892,115) $ 1,258,580
Property, plant and equipment (net)..... 3,041,008 3,445,828 3,328,499 2,460,513
Total assets............................ 7,913,911 9,845,566 9,778,451 7,392,147
Total debt and capital lease
obligations(3) ........................ 5,894,548 6,612,868 5,922,504 3,132,894
Redeemable preferred stock.............. 19,457 19,457 23,559 --
Stockholders' equity (deficit).......... (354,435) 432,509 1,339,617 1,898,203
Other Data:
Cash flows from continuing operations
provided by (used in):
Operating activities .................. $ (704,554) $ (623,098) $ 276,855 $ 622,865
Investing activities .................. 677,653 (504,112) (2,705,043) (1,050,322)
Financing activities .................. (64,324) 905,091 2,660,341 535,066
Capital expenditures(4)................. 132,504 573,287 1,222,674 716,052
Cash dividends declared per common share 0 .3450 .4375 .4075
Basic weighted average shares........... 314,189,000 259,139,000 258,516,000 250,659,000
Ratio of earnings to fixed charges(5)... -- -- -- --
Number of retail drugstores............. 3,648 3,802 3,870 3,975
Number of employees..................... 75,500 77,300 89,900 83,000
Pharmacy sales as a percentage of sales. 59.5% 58.4% 54.2% 50.2%

Twenty-Six Week Period Ended
-----------------------------------
September 1, 2001 August 26, 2000
----------------- ---------------
(Dollars in thousands, except per
share amounts)

Operations Data:
Revenues ................................. $ 7,401,207 $ 6,881,655
Costs and expenses:
Cost of goods sold, including occupancy
costs ................................. 5,713,130 5,264,711
Selling, general and administrative
expenses .............................. 1,667,999 1,706,965
Goodwill amortization................... 10,623 11,701
Store closing and impairment charges
(credits) ............................. 21,741 104,437
Interest expense........................ 231,066 353,483
Interest rate swap contracts market
value adjustment ...................... 31,047 --
Loss on debt and lease conversions and
modifications ......................... 154,595 83,789
Share of loss and lease from equity
investments............................ 10,395 24,070
(Gain) loss on sale of assets and
investments............................ (51,455) 16,526
------------ ------------
Total costs and expenses ................. 7,789,141 7,565,682
------------ ------------
Loss from continuing operations before
income taxes, extraordinary item and
cumulative effect of accounting change (387,934) (684,027)
Income tax expense (benefit) ............. 2,500 144,382
------------ ------------
Loss from continuing operations before
extraordinary item and cumulative
effect of accounting change(2) ........ (390,434) (828,409)
Income (loss) from discontinued
operations, net(2)...................... -- 11,335
Loss on disposal of discontinued
operations, net......................... -- (334,763)
Extraordinary item, loss on early
extinguishment of debt, net............. (66,589) --
Cumulative effect of accounting change,
net..................................... -- --
------------ ------------
Net loss ................................ $ (457,023) $ (1,151,837)
============ ============
Basic and diluted (loss) income per share:
Loss from continuing operations......... $ (0.95) $ (3.48)
Income (loss) from discontinued
operations ............................ -- (1.12)
Loss from extraordinary item............ (0.15) --
Cumulative effect of accounting change,
net ................................... -- --
------------ ------------
Net loss per share .................... $ (1.10) $ (4.60)
============ ============
Balance Sheet Data (at end of period):
Working capital (deficit)............... $ 1,405,220 --
Property, plant and equipment (net)..... 2,313,772 --
Total assets............................ 6,834,284 --
Total debt and capital lease
obligations(3) ........................ 6,361,618 --
Redeemable preferred stock.............. 19,510 --
Stockholders' equity (deficit).......... 453,156 --
Other Data:
Cash flows from continuing operations
provided by (used in):
Operating activities .................. $ (48,321) $ (562,035)
Investing activities .................. 364,698 (20,230)
Financing activities .................. (299,527) 484,602
Capital expenditures(4)................. 127,300 59,930
Cash dividends declared per common share 0 0
Basic weighted average shares........... 432,390,000 288,093,000
Ratio of earnings to fixed charges(5)... -- --
Number of retail drugstores............. 3,594 --
Number of employees..................... 77,900 --
Pharmacy sales as a percentage of sales. 61.3% 59.6%

(Footnotes on next page)

---------------

(1) Includes the operations of K&B, Incorporated and Harco, Inc. from their
acquisition in August 1997.
(2) PCS was acquired on January 22, 1999 and sold on October 2, 2000 and
accordingly, reported as a discontinued operation for all periods presented.
(3) Total debt includes capital lease obligations of $1.1 billion as of March 3,
2001, February 26, 2000, February 27, 1999, $0.6 billion as of February 28,
1998, and $0.2 billion as of September 1, 2001.
(4) Capital expenditures represent expenditures for property and equipment.
(5) Calculated by dividing earnings by fixed charges. For this purpose,
earnings include loss from continuing operations before income taxes,
extraordinary item and cumulative effect of accounting change plus fixed
charges. Fixed charges include interest, whether expensed or capitalized,
amortization of debt incurrence cost, preferred stock dividends and that
portion of rental expense which is representative of the interest factor in
those rentals. For fiscal 2001, fiscal 2000, fiscal 1999, fiscal 1998 and
the twenty-six week period ended September 1, 2001, earnings were
insufficient to cover fixed charges by approximately $1,248.0 million,
$1,113.4 million, $671.6 million, $175.3 million and $378.0 million,
respectively.

THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Old Notes

Subject to terms and conditions, we will accept for exchange Old Notes which
are properly tendered on or prior to the Expiration Date and not withdrawn as
permitted below. As used herein, the term "Expiration Date" means 5:00 p.m., New
York City time, on , 2001. We may, however, in our sole discretion, extend the
period of time during which the exchange offer is open. The term "Expiration
Date" means the latest time and date to which the exchange offer is extended.

As of the date of this prospectus, $152.025 million principal amount of Old
Notes are outstanding. This prospectus, together with the letter of transmittal,
is first being sent on or about the date hereof, to all holders of Old Notes
known to us. Our obligation to accept Old Notes for exchange pursuant to the
exchange offer is subject to certain obligations as set forth under
"--Conditions to the Exchange Offer."

We expressly reserve the right, at any time, to extend the period of time
during which the exchange offer is open, and delay acceptance for exchange of
any Old Notes, by giving oral or written notice of such extension to the holders
thereof as described below. During any such extension, all Old Notes previously
tendered will remain subject to the exchange offer and may be accepted for
exchange by us. Any Old Notes not accepted for exchange for any reason will be
returned without expense to the tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.

Old Notes tendered in the exchange offer must be in denominations of
principal amount of $1,000 and any integral multiple thereof.

We expressly reserve the right to amend or terminate the exchange offer, and
not to accept for exchange any Old Notes, upon the occurrence of any of the
conditions of the exchange offer specified under "--Conditions to the Exchange
Offer." We will give oral or written notice of any extension, amendment,
non-acceptance or termination to the holders of the Old Notes as promptly as
practicable. Such notice, in the case of any extension, will be issued by means
of a press release or other public announcement no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.

Procedures for Tendering Old Notes

The tender to us of Old Notes by you as set forth below and our acceptance of
the Old Notes will constitute a binding agreement between us and you upon the
terms and subject to the conditions set forth in this prospectus and in the
accompanying letter of transmittal. Except as set forth below, to tender Old
Notes for exchange pursuant to the exchange offer, you must transmit a properly
completed and duly executed letter of transmittal, including all other documents
required by such letter of transmittal or, in the case of a book-entry transfer,
an agent's message in lieu of such letter of transmittal, to State Street Bank
and Trust Company, as exchange agent, at the address set forth below under
"Exchange Agent" on or prior to the Expiration Date. In addition, either:

o certificates for such Old Notes must be received by the exchange agent
along with the letter of transmittal,

o a timely confirmation of a book-entry transfer (a "book-entry
confirmation") of such Old Notes, if such procedure is available, into the
exchange agent's account at DTC pursuant to the procedure for book-entry
transfer described beginning on page 27 must be received by the exchange
agent, prior to the Expiration Date, with the letter of transmittal or an
agent's message in lieu of such letter of transmittal, or

o the holder must comply with the guaranteed delivery procedures described
below.

The term "agent's message" means a message, transmitted by DTC to and
received by the exchange agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the tendering
participant stating that such participant has received and agrees to be bound by
the letter of transmittal and that we may enforce such letter of transmittal
against such participant.

The method of delivery of Old Notes, letters of transmittal and all other
required documents is at your election and risk. If such delivery is by mail, it
is recommended that you use registered mail, properly insured, with return
receipt requested. In all cases, you should allow sufficient time to assure
timely delivery. No letter of transmittal or Old Notes should be sent to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed unless the Old Notes surrendered for exchange are
tendered:

o by a holder of the Old Notes who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on the
letter of transmittal or

o for the account of an Eligible Institution (as defined below)

In the event that signatures on a letter of transmittal or a notice of
withdrawal are required to be guaranteed, such guarantees must be by a firm
which is a member of the Securities Transfer Agent Medallion Program, the Stock
Exchanges Medallion Program or the New York Stock Exchange Medallion Program
(each such entity being hereinafter referred to as an "Eligible Institution").
If Old Notes are registered in the name of a person other than the signer of the
letter of transmittal, the Old Notes surrendered for exchange must be endorsed
by, or be accompanied by a written instrument or instruments of transfer or
exchange, in satisfactory form as we or the exchange agent determine in our sole
discretion, duly executed by the registered holders with the signature thereon
guaranteed by an Eligible Institution.

We or the exchange agent in our sole discretion will make a final and binding
determination on all questions as to the validity, form, eligibility (including
time of receipt) and acceptance of Old Notes tendered for exchange. We reserve
the absolute right to reject any and all tenders of any particular old note not
properly tendered or to not accept any particular old note which acceptance
might, in our judgment or our counsel's, be unlawful. We also reserve the
absolute right to waive any defects or irregularities or conditions of the
exchange offer as to any particular old note either before or after the
Expiration Date (including the right to waive the ineligibility of any holder
who seeks to tender Old Notes in the exchange offer). Our or the exchange
agent's interpretation of the terms and conditions of the exchange offer as to
any particular old note either before or after the Expiration Date (including
the letter of transmittal and the instructions thereto) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes for exchange must be cured within a
reasonable period of time, as we determine. We are not, nor is the exchange
agent or any other person, under any duty to notify you of any defect or
irregularity with respect to your tender of Old Notes for exchange, and no one
will be liable for failing to provide such notification.

If the letter of transmittal is signed by a person or persons other than the
registered holder or holders of Old Notes, such Old Notes must be endorsed or
accompanied by powers of attorney signed exactly as the name(s) of the
registered holder(s) that appear on the Old Notes.

If the letter of transmittal or any Old Notes or powers of attorneys are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing. Unless waived by us or
the exchange agent, proper evidence satisfactory to us of their authority to so
act must be submitted with the letter of transmittal.

By tendering Old Notes, you represent to us that the New Notes acquired
pursuant to the exchange offer are being obtained in the ordinary course of
business of the person receiving such New Notes, whether or not such person is
the holder and that neither the holder nor such other person has any arrangement
or understanding with any person, to participate in the distribution of the New
Notes. If you are our "affiliate," as defined under Rule 405 under the
Securities Act, and engage in or intend to engage in or have an arrangement or
understanding with any person to participate in a distribution of such New Notes
to be acquired pursuant to the exchange offer, you or any such other person:

o could not rely on the applicable interpretations of the staff of the SEC
and

o must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction.

Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes, where such Old Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Notes. See "Plan of Distribution." The letter of transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the Expiration Date, all Old Notes properly
tendered and will issue the New Notes promptly after acceptance of the Old
Notes. See "--Conditions to the Exchange Offer." For purposes of the exchange
offer, we will be deemed to have accepted properly tendered Old Notes for
exchange if and when we give oral (confirmed in writing) or written notice to
the exchange agent.

The holder of each Old Note accepted for exchange will receive a new note in
the amount equal to the surrendered Old Note. Accordingly, registered holders of
New Notes on the relevant record date for the first interest payment date
following the consummation of the exchange offer will receive interest accruing
from the most recent date to which interest has been paid on the Old Notes.
Holders of New Notes will not receive any payment in respect of accrued interest
on Old Notes otherwise payable on any interest payment date, the record date for
which occurs on or after the consummation of the exchange offer.

In all cases, issuance of New Notes for Old Notes that are accepted for
exchange will be made only after timely receipt by the exchange agent of:

o certificates for such Old Notes or a timely book-entry confirmation of such
Old Notes into the exchange agent's account at DTC,

o a properly completed and duly executed letter of transmittal or an agent's
message in lieu thereof, and

o all other required documents.

If any tendered Old Notes are not accepted for any reason set forth in the
terms and conditions of the exchange offer or if Old Notes are submitted for a
greater principal amount than the holder desires to exchange, such unaccepted or
non-exchanged Old Notes will be returned without expense to the tendering holder
(or, in the case of Old Notes tendered by book-entry transfer into the exchange
agent's account at DTC pursuant to the book-entry procedures described below,
such non-exchanged Old Notes will be credited to an account maintained with DTC)
as promptly as practicable after the expiration or termination of the exchange
offer.

Book-Entry Transfers

For purposes of the exchange offer, the exchange agent will request that an
account be established with respect to the Old Notes at DTC within two business
days after the date of this prospectus, unless the exchange agent already has
established an account with DTC suitable for the exchange offer. Any financial
institution that is a participant in DTC may make book-entry delivery of Old
Notes by causing DTC to transfer such Old Notes into the exchange agent's
account at DTC in accordance with DTC's procedures for transfer. Although
delivery of Old Notes may be effected through book-entry transfer at DTC, the
letter of transmittal or facsimile thereof or an agent's message in lieu
thereof, with any required signature guarantees and any other required
documents, must, in any case, be transmitted to and received by the exchange
agent at the address set forth under "--Exchange Agent" on or prior to the
Expiration Date or the guaranteed delivery procedures described below must be
complied with.

Guaranteed Delivery Procedures

If you desire to tender your Old Notes and your Old Notes are not immediately
available, or time will not permit your Old Notes or other required documents to
reach the exchange agent before the Expiration Date, a tender may be effected
if:

o the tender is made through an Eligible Institution,

o prior to the Expiration Date, the exchange agent received from such
Eligible Institution a notice of guaranteed delivery, substantially in the
form we provide (by telegram, telex, facsimile transmission, mail or hand
delivery), setting forth your name and address, the amount of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing
that within three New York Stock Exchange ("NYSE") trading days after the
date of execution of the notice of guaranteed delivery, the certificates
for all physically tendered Old Notes, in proper form for transfer, or a
book-entry confirmation, as the case may be, together with a properly
completed and duly executed appropriate letter of transmittal or facsimile
thereof or agent's message in lieu thereof, with any required signature
guarantees and any other documents required by the letter of transmittal
will be deposited by such Eligible Institution with the exchange agent, and

o the certificates for all physically tendered Old Notes, in proper form for
transfer, or a book-entry confirmation, as the case may be, together with a
properly completed and duly executed appropriate letter of transmittal or
facsimile thereof or agent's message in lieu thereof, with any required
signature guarantees and all other documents required by the letter of
transmittal, are received by the exchange agent within three NYSE trading
days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

You may withdraw your tender of Old Notes at any time prior to the Expiration
Date. To be effective, a written notice of withdrawal must be received by the
exchange agent at one of the addresses set forth under "--Exchange Agent." This
notice must specify:

o the name of the person having tendered the Old Notes to be withdrawn,

o the Old Notes to be withdrawn (including the principal amount of such Old
Notes), and

o where certificates for Old Notes have been transmitted, the name in which
such Old Notes are registered, if different from that of the withdrawing
holder.

If certificates for Old Notes have been delivered or otherwise identified to
the exchange agent, then, prior to the release of such certificates, the
withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution, unless such holder is an Eligible
Institution. If Old Notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn Old
Notes and otherwise comply with the procedures of DTC.

We or the exchange agent will make a final and binding determination on all
questions as to the validity, form and eligibility (including time of receipt)
of such notices. Any Old Notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the exchange offer. Any Old Notes
tendered for exchange but not exchanged for any reason will be returned to the
holder without cost to such holder (or, in the case of Old Notes tendered by
book-entry transfer into the exchange agent's account at DTC pursuant to the
book-entry transfer procedures described above, such Old Notes will be credited
to an account maintained with DTC for the Old Notes) as soon as practicable
after withdrawal, rejection of tender or termination of the exchange offer.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described under "--Procedures for Tendering Old Notes" above at any
time on or prior to the Expiration Date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not
required to accept for exchange, or to issue New Notes in exchange for, any Old
Notes and may terminate or amend the exchange offer, if any of the following
events occur prior to acceptance of such Old Notes:

(a) there is threatened, instituted or pending any action or proceeding
before, or any injunction, order or decree has been issued by, any
court or governmental agency or other governmental regulatory or
administrative agency or commission,

(1) seeking to restrain or prohibit the making or consummation of the
exchange offer or any other transaction contemplated by the
exchange offer, or assessing or seeking any damages as a result
thereof, or

(2) resulting in a material delay in our ability to accept for
exchange or exchange some or all of the Old Notes pursuant to the
exchange offer;

or any statute, rule, regulation, order or injunction has been sought,
proposed, introduced, enacted, promulgated or deemed applicable to the
exchange offer or any of the transactions contemplated by the exchange
offer by any government or governmental authority, domestic or
foreign, or any action has been taken, proposed or threatened, by any
government, governmental authority, agency or court, domestic or
foreign, that in our sole judgment might, directly or indirectly,
result in any of the consequences referred to in clauses (1) or (2)
above or, in our reasonable judgment, might result in the holders of
New Notes having obligations with respect to resales and transfers of
New Notes which are greater than those described in the interpretation
of the SEC referred to on the cover page of this prospectus, or would
otherwise make it inadvisable to proceed with the exchange offer; or

(b) there has occurred:

(1) any general suspension of or general limitation on prices for, or
trading in, securities on any national securities exchange or in
the over-the-counter market,

(2) any limitation by a governmental agency or authority which may
adversely affect our ability to complete the transactions
contemplated by the exchange offer,

(3) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States or any
limitation by any governmental agency or authority which
adversely affects the extension of credit, or

(4) a commencement of a war, armed hostilities or other similar
international calamity directly or indirectly involving the
United States, or, in the case of any of the foregoing existing
at the time of the commencement of the exchange offer, a material
acceleration or worsening thereof; or

(c) any change (or any development involving a prospective change) has
occurred or is threatened in our business, properties, assets,
liabilities, financial condition, operations, results of operations or
prospects and our subsidiaries taken as a whole that, in our
reasonable judgment, is or may be adverse to us, or we have become
aware of facts that, in our reasonable judgment, have or may have
adverse significance with respect to the value of the Old Notes or the
New Notes;

which in our reasonable judgment in any case, and regardless of the
circumstances (including any action by us) giving rise to any such condition,
makes it inadvisable to proceed with the exchange offer and/or with such
acceptance for exchange or with such exchange.

The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any condition or may be waived by
us in whole or in part at any time in our reasonable discretion. Our failure at
any time to exercise any of the foregoing rights will not be deemed a waiver of
any such right and each such right will be deemed an ongoing right which may be
asserted at any time.

In addition, we will not accept for exchange any Old Notes tendered, and no
New Notes will be issued in exchange for any such Old Notes, if at such time any
stop order is threatened or in effect with respect to the Registration
Statement, of which this prospectus constitutes a part, or the qualification of
the indenture under the Trust Indenture Act.

Exchange Agent

State Street Bank and Trust Company has been appointed as the exchange agent
for the exchange offer. All executed letters of transmittal should be directed
to the exchange agent at the address set forth below. Questions and requests for
assistance, requests for additional copies of this prospectus or of the letter
of transmittal and requests for notices of guaranteed delivery should be
directed to the exchange agent addressed as follows:

State Street Bank and Trust Company
Attention: Ralph Jones
2 Avenue de Lafayette
Corporate Trust Department, 5th Floor
Boston, Massachusetts 02102

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS
SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF
TRANSMITTAL.

Fees and Expenses

The principal solicitation is being made by mail by State Street Bank and
Trust Company, as exchange agent. We will pay the exchange agent customary fees
for its services, reimburse the exchange agent for its reasonable out-of- pocket
expenses incurred in connection with the provision of these services and pay
other registration expenses, including fees and expenses of the trustee under
the indenture relating to the notes, filing fees, blue sky fees and printing and
distribution expenses. We will not make any payment to brokers, dealers or
others soliciting acceptances of the exchange offer.

Additional solicitation may be made by telephone, facsimile or in person by
our and our affiliates' officers and regular employees and by persons so engaged
by the exchange agent.

Accounting Treatment

We will record the New Notes at the same carrying value as the Old Notes, as
reflected in our accounting records on the date of the exchange. Accordingly, we
will not recognize any gain or loss for accounting purposes. The expenses of the
exchange offer will be amortized over the term of the New Notes.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the
tender of Old Notes in the exchange offer unless you instruct us to register New
Notes in the name of, or request that Old Notes not tendered or not accepted in
the exchange offer be returned to, a person other than the registered tendering
holder. In those cases, you will be responsible for the payment of any
applicable transfer tax.

Consequences of Exchanging or Failing to Exchange Old Notes

If you do not exchange your Old Notes for New Notes in the exchange offer,
your Old Notes will continue to be subject to the provisions of the indenture
relating to the notes regarding transfer and exchange of the Old Notes and the
restrictions on transfer of the Old Notes described in the legend on your
certificates. These transfer restrictions are required because the Old Notes
were issued under an exemption from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. In general, the Old Notes may not be offered or sold unless registered
under the Securities Act, except under an exemption from, or in a transaction
not subject to, the Securities Act and applicable state securities laws. We do
not plan to register the Old Notes under the Securities Act. Based on
interpretations by the staff of the SEC, as set forth in no-action letters
issued to third parties, we believe that the New Notes you receive in the
exchange offer may be offered for resale, resold or otherwise transferred
without compliance with the registration and prospectus delivery provisions of
the Securities Act. However, you will not be able to freely transfer the New
Notes if:

o you are our "affiliate," as defined in Rule 405 under the Securities Act;

o you are not acquiring the New Notes in the exchange offer in the ordinary
course of your business,

o you have an arrangement or understanding with any person to participate in
the distribution, as defined in the Securities Act, of the New Notes you
will receive in the exchange offer, or

o you are a participating broker-dealer.

We do not intend to request the SEC to consider, and the SEC has not
considered, the exchange offer in the context of a similar no-action letter. As
a result, we cannot guarantee that the staff of the SEC would make a similar
determination with respect to the exchange offer as in the circumstances
described in the no-action letters discussed above. Each holder, other than a
broker-dealer, must acknowledge that it is not engaged in, and does not intend
to engage in, a distribution of New Notes and has no arrangement or
understanding to participate in a distribution of New Notes. If you are our
affiliate, are engaged in or intend to engage in a distribution of the New Notes
or have any arrangement or understanding with respect to the distribution of the
New Notes you will receive in the exchange offer, you may not rely on the
applicable interpretations of the staff of the SEC and you must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction involving the New Notes. If you are a
participating broker-dealer, you must acknowledge that you will deliver a
prospectus in connection with any resale of the New Notes. In addition, to
comply with state securities laws, you may not offer or sell the New Notes in
any state unless they have been registered or qualified for sale in that state
or an exemption from registration or qualification is available and is complied
with. The offer and sale of the New Notes to "qualified institutional
buyers"--as defined in Rule 144A of the Securities Act--is generally exempt from
registration or qualification under state securities laws. We do not plan to
register or qualify the sale of the New Notes in any state where an exemption
from registration or qualification is required and not available.

DESCRIPTION OF THE NEW NOTES

We will issue the New Notes under the Indenture, dated June 27, 2001, among
State Street Bank and Trust Company, the trustee, us and our subsidiaries that
will guarantee the New Notes. This is the same Indenture under which the Old
Notes were issued.

Several terms used in this description are defined as set forth under
"--Certain Definitions." In this description, the words "we," "us," "our" and
similar expressions refer only to Rite Aid Corporation and not to any of its
subsidiaries.

The following description is only a summary of the material provisions of the
Indenture. We urge you to read the Indenture because it, not this description,
defines your rights as holders of the New Notes. You may request copies of the
Indenture at our address set forth under the heading "Prospectus Summary -- Rite
Aid Corporation."

New Notes Versus Old Notes

The New Notes are substantially identical to the Old Notes, except that the
transfer restrictions and registration rights relating to the Old Notes do not
apply to the New Notes.

Principal, Maturity and Interest

We may issue New Notes with up to a maximum aggregate principal amount of
$152,025,000. We will issue the New Notes in denominations of $1,000 and any
integral multiple of $1,000. The New Notes will mature on September 15, 2006.

Interest on the New Notes will accrue at the annual rate of 12.50% and will
be payable semiannually in arrears on March 15 and September 15. We will make
each interest payment to the holders of record of the New Notes on the
immediately preceding March 1 and September 1.

Interest on the New Notes will accrue from the date of original issuance,
which related back to the original issuance of the Old Notes. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.

Redemption

We may not redeem the New Notes prior to maturity.

Ranking; Subsidiary Guarantees; Security

The New Notes will be pari passu in right of payment with our other
unsecured, senior debt. All of our debt, other than our 5.25% Convertible Notes
(as defined herein), is senior debt. As of September 1, 2001, approximately 46%
of this senior debt, including the Old Notes, was secured by certain assets that
will also secure the New Notes. Our subsidiaries conduct substantially all our
operations, and have substantial liabilities, including trade payables. If the
subsidiary guarantees or the liens securing these guarantees are invalid or
unenforceable, or the limitations under the guarantees are applied, the New
Notes will be structurally subordinated to the substantial subsidiary
liabilities and the liens on the Collateral, as defined below, would be invalid
or unenforceable.

Our obligations under the New Notes will be guaranteed, subject to certain
limitations, by substantially all of our subsidiaries. These guarantees will be
subordinated to the guarantees of the secured credit facility and our 10.5%
senior secured notes due 2002. These guarantees may be limited (and subject to
automatic reduction) to the extent necessary to prevent such guarantees and the
guarantees of the secured credit facility, debt and certain synthetic lease
obligations from constituting fraudulent conveyances. However, the guarantees of
the secured credit facility will only be limited (or reduced) after the
subordinated guarantees for the New Notes and the other debt are extinguished.
In addition, until we are subject to a bankruptcy proceeding, the holders of the
New Notes and the other debt guaranteed on a subordinated basis may not

make any demand for payment under such guarantees or institute any legal actions
or bankruptcy proceedings against the guarantors.

The guarantees of the New Notes will be secured by second priority liens
granted by our subsidiary guarantors on substantially all of their inventory,
accounts receivable, intellectual property and some of their owned real property
(the "Collateral").

The second priority liens securing the guarantees of the New Notes will be
shared equally and ratably with our creditors under certain synthetic lease
obligations and certain obligations that we are permitted to incur in the future
under the terms of our credit, guarantee and security agreements. The guarantees
of the secured credit facility and our 10.5% senior secured notes due 2002 are
secured by first priority liens on the Collateral, which liens will be senior to
the liens securing the New Notes. The lenders under the secured credit facility
control at all times all remedies or other actions related to the Collateral.
The second priority liens will not entitle holders of any debt secured by such
liens to take any action whatsoever with respect to the Collateral. The lenders
under the secured credit facility and the 10.5% senior secured notes due 2002
will receive all proceeds from any realization on the Collateral until the
secured credit facility and the 10.5% senior secured notes due 2002 are paid in
full.

In certain circumstances, a portion of the proceeds from a sale of assets
that constitute part of the Collateral (the "Collateral Proceeds") may become
available to repurchase New Notes. The Collateral Proceeds that are available to
repurchase the New Notes (the "Note Collateral Proceeds") will be deposited into
an account held by the Trustee (the "Note Collateral Account"). When the
aggregate amount of Note Collateral Proceeds in the Note Collateral Account
exceeds $10.0 million (taking into account income earned on such Note Collateral
Proceeds, if any), we will be required to make an offer to purchase (the
"Prepayment Offer") the New Notes, which offer shall be in the amount of the New
Note Collateral Proceeds, on a pro rata basis according to principal amount at
maturity, at a purchase price equal, to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the purchase date (subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date), in accordance with the procedures
(including prorating in the event of oversubscription) set forth in the
Indenture. To the extent that any portion of the amount of Note Collateral
Proceeds remains after compliance with the preceding sentence and provided that
all holders of New Notes have been given the opportunity to tender their New
Notes for purchase in accordance with the Indenture, the excess may be used only
to acquire assets, or repurchase New Notes in open market transactions, and
otherwise must remain deposited in an account, for the sole benefit of the New
Notes, which is controlled by the Trustee. The New Notes will be secured by a
first priority security interest in such assets or account, as the case may be.
Following the completion of a Prepayment Offer, the amount of Note Collateral
Proceeds will be reset to zero.

Within five business days after we are obligated to make a Prepayment Offer
as described in the preceding paragraph, we will send a written notice, by
first-class mall, to the holders of New Notes, accompanied by such information
regarding our company and our subsidiaries as we in good faith believe will
enable such holders to make an informed decision with respect to such Prepayment
Offer. Such notice shall state, among other things, the purchase price and the
purchase date, which shall be, subject to any contrary requirements of
applicable law, a business day no earlier than 30 days nor later than 60 days
from the date such notice is mailed.

We will comply, to the extent applicable, with the requirements of Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of New Notes. To the extent that the provisions
of any securities laws or regulations conflict with provisions described above,
we will comply with the applicable securities laws and regulations and will not
be deemed to have breached its obligations under a repurchase covenant by virtue
of such compliance.

Book-Entry, Delivery and Form

We will initially issue the New Notes in the form of one or more global notes
(the "Global Notes"). The Global Notes will be deposited with, or on behalf of,
the Depository and registered in the name of the Depository or its nominee.
Except as set forth below, the Global Notes may be transferred, in whole and not
in part, only to the Depository or a nominee of the Depository. You may hold
your beneficial interests in a

Global Note directly through the Depository if you have an account with the
Depository or indirectly through organizations which have accounts with the
Depository.

The Depository has advised us as follows: the Depository is a limited-
purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and "a clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act The
Depository was created to hold securities of institutions that have accounts
with the Depository ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such securities
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depository's participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Access to the
Depository's book-entry system is also available to others such as banks,
brokers, dealers and trust companies (collectively, the "indirect participants")
that clear through or maintain a custodial relationship with a participant,
whether directly or indirectly.

We expect that pursuant to procedures established by the Depository, upon the
deposit of a Global Note with the Depository, the Depository will credit, on its
book-entry registration and transfer system, the principal amount of New Notes
represented by such Global Note to the accounts of participants. The accounts to
be credited will be designated by the Dealer Managers. Ownership of beneficial
interests in a Global Note will be limited to participants or persons that may
hold interests through participants. Ownership of beneficial interests in a
Global Note will be shown on, and the transfer of those ownership interests will
be effected only through, records maintained by the Depository (with respect to
participants' interests), the participants and the indirect participants (with
respect to the owners of beneficial interests in the Global Note other than
participants). The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and laws may impair the ability to transfer or pledge
beneficial interests in a Global Note.

So long as the Depository, or its nominee, is the registered holder and owner
of the Global Notes, the Depository or such nominee, as the case may be, will be
considered the sole legal owner and holder of any related Notes evidenced by the
Global Notes for all purposes of such New Notes and the Indenture. Except as set
forth below, as an owner of a beneficial interest in a Global Note, you will not
be entitled to have the New Notes represented by such Global Note registered in
your name, will not receive or be entitled to receive physical delivery of
certificated Notes and will not be considered to be the owner or holder of any
Notes under such Global Note. We understand that under existing industry
practice, in the event an owner of a beneficial interest in a Global Note
desires to take any action that the Depository, as the holder of such Global
Note, is entitled to take, the Depository would authorize the participants to
take such action, and the participants would authorize beneficial owners owning
through such participants to take such action or would otherwise act upon the
instructions of beneficial owners owning through them.

We will make payments of principal or premium, if any, and interest on New
Notes represented by the Global Notes registered in the name of and held by the
Depository or its nominee to the Depository or its nominee, as the case may be,
as the registered owner and holder of the Global Notes.

We expect that the Depository or its nominee, upon receipt of any payment of
principal or premium, if any, or interest on a Global Note will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Note as
shown on the records of the Depository or its nominee. We also expect that
payments by participants or indirect participants to owners of beneficial
interests in a Global Note held through such participants or indirect
participants will be governed by standing instructions and customary practices
and will be the responsibility of such participants or indirect participants. We
will not have any responsibility or liability for any aspect of the record
relating to, or payments made on account of, beneficial ownership interests in
the Global Notes for any New Note or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests or for other aspects
of the relationship between the Depository and its participants or indirect
participants or the relationship between such participants or indirect
participants and the owners of beneficial interests in a Global Note owning
through such participants.

Although the Depository has agreed to the foregoing procedures in order to
facilitate transfers of interests in the Global Notes among participants of the
Depository, it is under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. Neither we nor
the Trustee will have any responsibility or liability for the performance by the
Depository or its participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.

Certificated Notes

Subject to certain conditions, the New Notes represented by the Global Notes
are exchangeable for certificated New Notes in definitive form of like tenor in
denominations of $1,000 and integral multiples thereof if:

(1) the Depository notifies us that it is unwilling or unable to continue
as Depository for the Global Notes or the Depository ceases to be a
clearing agency registered under the Exchange Act and, in either case,
we are unable to locate a qualified successor within 90 days;

(2) we, in our discretion at any time, determine not to have all the New
Notes represented by a Global Note; or

(3) a default entitling the holders of the New Notes to accelerate the
maturity thereof has occurred and is continuing.

Any New Note that is exchangeable as above is exchangeable for certificated
New Notes issuable in authorized denominations and registered in such names as
the Depository directs. Subject to the foregoing, the Global Notes are not
exchangeable, except for Global Notes of the same aggregate denomination to be
registered in the name of the Depository or its nominee.

Same-Day Payment

The Indenture requires us to make payments in respect of the applicable New
Notes (including principal, premium and interest) by wire transfer of
immediately available funds to the U.S. dollar accounts with banks in the U.S.
specified by the holders thereof or, if no such account is specified, by mailing
a check to each such holder's registered address.

Registration Rights Agreement

Holders of the New Notes will not be entitled to any registration rights with
respect to the New Notes. As part of the exchange offer pursuant to which the
Old Notes were issued, we entered into a registration rights agreement with the
trustee and the holders of the Old Notes, dated June 27, 2001. We have filed the
registration statement of which this prospectus forms a part pursuant to that
registration rights agreement.

Certain Restrictions

Absence of Certain Protections in the Indenture. The Indenture does not
contain any provisions that permit the holders of the New Notes to require
prepayment in the event of a change in the management or control of us, or that
afford holders of the New Notes protection in the event of a highly leveraged
transaction, reorganization, restructuring, merger or similar transaction
involving us that may adversely affect holders of the New Notes (except to the
limited extent that the covenants described below might affect the our ability
to consummate such transactions).

General. The various restrictive provisions of the Indenture applicable to us
and our Restricted Subsidiaries do not apply to Unrestricted Subsidiaries. The
assets and debt of Unrestricted Subsidiaries are not consolidated with those of
us and our Restricted Subsidiaries in calculating Consolidated Net Tangible
Assets under the Indenture and Investments by us or our Restricted Subsidiaries
in Unrestricted Subsidiaries are excluded in computing Consolidated Net Tangible
Assets. "Unrestricted Subsidiaries" are those Subsidiaries which are designated
as Unrestricted Subsidiaries by the Board of Directors from time to time
pursuant to the Indenture (in each case, unless and until designated as
Restricted Subsidiaries by the Board of

Directors pursuant to the Indenture). The Board of Directors designated
substantially all of our subsidiaries as Unrestricted Subsidiaries with respect
to the Indenture. "Restricted Subsidiaries" are all subsidiaries other than
Unrestricted Subsidiaries. A "Wholly-owned Restricted Subsidiary" is a
Restricted Subsidiary at least 99% of the outstanding voting stock of which
(except directors' qualifying shares) is owned by us and our other Wholly- owned
Restricted Subsidiaries.

An Unrestricted Subsidiary may not be designated a Restricted Subsidiary if
it has any Secured Debt, Funded Debt or Attributable Debt in respect of Sale and
Leaseback Transactions, except such debt as we would be permitted to allow under
the terms of the Indenture, immediately after such Unrestricted Subsidiary
becomes a Restricted Subsidiary.

Restrictions Upon Secured Debt. Neither we nor a Restricted Subsidiary is
permitted to incur or guarantee debt secured by any additional lien, mortgage,
pledge or other encumbrance on its property without equally and ratably securing
the New Notes, subject to exceptions. This restriction does not apply to
permitted encumbrances described in the Indenture, including purchase money
mortgages, encumbrances existing on property at the time it is acquired by us or
a Restricted Subsidiary, conditional sales and similar agreements, and the
extension, renewal or refunding of any of the foregoing and any Secured Debt of
a Restricted Subsidiary owing to us or a Wholly-owned Restricted Subsidiary. The
Indenture also permits other debt secured by encumbrances not otherwise
specifically permitted which, together with Attributable Debt respecting
existing Sale and Leaseback Transactions (excluding Sale and Leaseback
Transactions entered into in respect of property acquired by us or a Restricted
Subsidiary not more than 24 months prior to the date such Transaction is entered
into, and unsecured Funded Debt of Restricted Subsidiaries (excluding unsecured
Funded Debt incurred through extension, refund or renewal where Consolidated
Funded in Debt was not thereby increased and excluding any Funded Debt owed to
us or a Wholly-owned Restricted Subsidiary), incurred or entered into, as the
case may be, after the date of the Indenture), would not at the time exceed 20%
of the Consolidated Net Tangible Assets of us and our Restricted Subsidiaries.

Restrictions Upon Sales with Leases Back. We are not permitted, and may not
permit a Restricted Subsidiary, to sell or transfer (except to us or one or more
Wholly-owned Restricted Subsidiaries) any manufacturing plant, warehouse, retail
store or equipment owned and operated by us or a Restricted Subsidiary on or
after the date of the Indenture with the intention that we or any Restricted
Subsidiaries take back a lease thereof, except a lease for a period, including
renewals, of not more than 24 months by the end of which period it is intended
that the use of such property by the lessee will be discontinued, except (i)
where we would be entitled under the Indenture to incur additional secured debt
not otherwise specifically permitted by the Indenture in an amount equal to the
Attributable Debt respecting such Sale and Leaseback Transaction, (ii) where the
Sale and Leaseback Transactions entered into in respect of property acquired by
us or a Restricted Subsidiary within 24 months of such acquisition, or (iii)
where, within 120 days of entering into the Sale and Leaseback Transaction, we
apply to the retirement of our Secured Debt an amount equal to the greater of
(a) the net proceeds of the sale of the property leased pursuant to such
Transaction or (b) the fair market value of the property so leased.

Restrictions Upon Funded Debt of Restricted Subsidiaries. Restricted
Subsidiaries are prohibited from becoming liable for any unsecured Funded Debt
except where we would be entitled under the Indenture to incur additional
secured debt not otherwise specifically permitted by the Indenture in an amount
equal to such Funded Debt and except for certain extensions, refunding and
renewals of Funded Debt and Funded Debt owing to us or a Wholly-owned Restricted
Subsidiary.

Restrictions Upon Merger and Sale of Assets. The Indenture provides that we
may not merge with or sell our assets substantially as a entirety to another
entity unless:

(1) the corporation into which we merge or that acquires our assets, as the
case may be, is a corporation organized in the United States and it
expressly assumes our obligations under the Indenture;

(2) immediately after giving effect to the transaction, no Event of Default
shall have happened and be continuing with respect to the New Notes;

(3) if, as a result of the transaction, any of our properties or assets would
become subject to a mortgage, lien or other encumbrance that would not be
permitted by the Indenture, we or our successor entity, as the case may
be, takes such steps as are necessary to secure the New Notes ratably
with or prior to all indebtedness secured thereby; and

(4) we have delivered to the Trustee an officer's certificate and an opinion
of counsel stating that the above conditions have been complied with.

We may not permit any Subsidiary Guarantor to merge with or sell its assets
substantially as a entirety to another entity unless:

(1) the corporation into which such Subsidiary Guarantor merges or that
acquires our assets, as the case may be, is a corporation organized in
the United States and it expressly assumes such Subsidiary Guarantor's
obligations with respect to its guarantee and the New Notes;

(2) immediately after giving effect to the transaction, no Event of Default
shall have happened and be continuing with respect to the New Notes;

(3) if, as a result of the transaction, any properties or assets of the
Subsidiary Guarantor would become subject to a mortgage, lien or other
encumbrance that would not be permitted by the Indenture, we or our
successor entity, as the case may be, takes such steps as are necessary
to secure the New Notes ratably with or prior to all indebtedness secured
thereby; and

(4) we have delivered to the Trustee an officer's certificate and an opinion
of counsel stating that the above conditions have been complied with.

Restrictions on Impairment of Security Interest. Neither we nor any of our
subsidiaries is permitted to take or omit to take any action that would
materially impair the security interest with respect to the Collateral for the
benefit of the Trustee and the holders of the New Notes, and neither we nor any
of our Subsidiaries is permitted to grant to any person any security interest in
any of the Collateral, other than security interests granted in accordance with
the Intercreditor Agreement by and among us and our senior creditors and the
guarantee and security agreements relating to the Collateral.

Restrictions on Amendments to Security Agreements. Neither we nor any of our
subsidiaries is permitted to amend, waive or otherwise modify, or permit or
consent to any amendment, waiver or other modification of the security
agreements in any way that would be adverse to the holders of the New Notes.
Notwithstanding the foregoing, (i) the security agreements may be amended,
waived or otherwise modified with the approval of holders of a majority of
aggregate outstanding principal amount of the New Notes and of each of the other
facilities secured by such agreements, and (ii) the lenders under the secured
credit facility will, at all times, control all remedies and other actions
related to the Collateral.

Modification of the Indenture and Security Agreements

The Indenture and the rights of the holders of New Notes may be modified by
us only with the consent of the holders of not less than a majority in aggregate
principal amount of the outstanding New Notes but no supplemental indentures
altering the terms of payment of principal or interest, changing the place or
medium of payment of principal or interest, impairing the rights of holders to
institute suit for payment, adversely changing the right to or exchange any New
Notes, reducing the percentage required for modification in a manner adverse to
the holders of New Notes, releasing the security interest granted in favor of
the holders of the New Notes in the Collateral other than pursuant to the terms
of the security agreements, make any change in the security agreements or any
provision of the Indenture relating to the Collateral that would adversely
affect the holders of the New Notes, or reduce the price payable upon the
redemption of any New Notes or change the time at which any New Notes may be
redeemed, as described under "--Optional Redemption," will be effective against
any holder without his, her, or its consent.

Events of Default

The Indenture provides that each of the following is an Event of Default with
respect to the New Notes: (i) default for 30 days in any payment of interest
upon any New Notes; (ii) default in any payment of

principal of (or premium, if any) upon any New Notes when due at maturity upon
acceleration, required repurchase or otherwise; (iii) failure of us or any
Subsidiary Guarantor to comply with the restrictions on merger of sale of assets
contained in the Indenture; (iv) default for 60 days after appropriate notice in
the performance of any other covenant in the New Notes or the Indenture; (v)
certain events in bankruptcy, insolvency or reorganization; (vi) certain events
of default resulting in the acceleration of the maturity of the related debt
aggregating in excess of $10 million under any mortgages, indentures (including
the Indenture) or instruments under which we may have issued, or by which there
may have been secured or evidenced, any of our other debt; (vii) any event or
condition occurs which results in the acceleration of the maturity of the second
priority facilities; or (viii) the material impairment of the security interest
under the security agreements for any reason other than the satisfaction in full
of all obligations under the Indenture and discharge of the Indenture, or any
security interest created thereunder being declared invalid or unenforceable, or
we or any of our Subsidiaries asserting, in any pleading in any court of
competent jurisdiction, that any such security interest is invalid or
unenforceable. In case an Event of Default occurs and is continuing with respect
to the New Notes, the holders of not less than 25% in aggregate outstanding
principal amount of the New Notes may direct the Trustee to declare the
principal of the New Notes and the accrued interest thereon, if any, to be due
and payable. If certain events in bankruptcy, insolvency or reorganization
occur, principal and interest on the New Notes will become payable without any
act on the part of the Trustee or any holder. Any Event of Default with respect
to the New Notes which has been cured may be waived by the holders of a majority
in aggregate principal amount of the New Notes.

The Indenture requires us to file annually with the Trustee a written
statement signed by one of our officers as to the absence of certain defaults
under the terms of the Indenture. The Indenture provides that the Trustee may
withhold notice to the holders of any default (except in payment of principal or
premium, if any, or interest) if it considers it in the interest of the holders
to do so.

Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default occurs and is continuing, the Indenture
provides that the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request, order or direction of
holders, unless such holder has offered to the Trustee reasonable indemnity.
Subject to such provisions for indemnification and certain other rights of the
Trustee, the Indenture provides that the holders of a majority in principal
amount of the New Notes then outstanding shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee.

Defeasance and Discharge

The terms of the Indenture provide us with the option to be discharged from
any and all obligations with respect to the New Notes (except for certain
obligations to register the transfer or exchange of New Notes, to replace
stolen, lost or mutilated New Notes, to maintain paying agencies and hold moneys
for payment in trust) upon the deposit with the Trustee, in trust, of money or
U.S. Government Obligations (as defined), which through the payment of interest
and principal thereof in accordance with their terms will provide money in an
amount sufficient to pay any installment of principal (and premium, if any) and
interest on such New Notes on the Stated Maturity of such payments or on the
applicable Redemption Date in accordance with the terms of the Indenture and
such New Notes. Such option may only be exercised (i) if we have received from,
or there has been published by, the United States Internal Revenue Service a
ruling to the effect that such a discharge will not be deemed, or result in, a
taxable event with respect to holders of such New Notes, (ii) there is no Event
of Default with respect to the New Notes or any event which may become an Event
of Default then occurring, and (iii) such action would not cause any outstanding
New Notes to become delisted from any exchange as a result thereof.

Defeasance of Certain Covenants

The terms of the Indenture provide us with the option to have the occurrence
of events described in (vi), (vii) or (viii) under the heading "Events of
Default" above no longer be Events of Default and to omit to comply with certain
of the covenants described under the heading "Certain Restrictions" above. In
order to exercise such option, we will be required to deposit with the Trustee
money or U.S. Government Obligations

which through the payment of interest and principal thereof in accordance with
the terms will provide money in an amount sufficient to pay principal (and
premium, if any) and interest on such New Notes on the stated maturity of such
payments or on the applicable redemption date in accordance with the terms of
the Indenture and such New Notes. Additionally, no Event of Default or event
which may become an Event of Default may have occurred and be continuing on the
date of deposit with the Trustee. We will also be required to deliver to the
Trustee an opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the holders of such New Notes to recognize
income, gain or loss for federal income tax purposes.

We may exercise our defeasance option with respect to the New Notes
notwithstanding our prior exercise of its covenant defeasance option. If we
exercise our defeasance option, payments on the New Notes may not be accelerated
because of an Event of Default. If we exercise our covenant defeasance option,
payments on the New Notes may not be accelerated by reference to the provisions
described (vi), (vii), (viii). In the event we omit to comply with our remaining
obligations under the Indenture with respect to the New Notes, after exercising
its covenant defeasance option and the New Notes are declared due and payable
because of the occurrence of any Event of Default, the amount of money and U.S.
Government Obligations on deposit with the Trustee may be insufficient to pay
amounts due on the New Notes at the time of the acceleration resulting from such
Event of Default. However, we will remain liable in respect of such payments.

Concerning the Trustee

State Street Bank and Trust Company is the Trustee under the Indenture. State
Street is eligible for trusteeship under Section 310 of the Trust Indenture Act.
State Street also acts as the Security Registrar and Paying Agent with regard to
the New Notes.

No Personal Liability of Directors, Officers, Employees and Stockholders

None of our directors, officers, employees, incorporators or stockholders
will have any liability for any of our obligations under the New Notes or the
Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each holder of the New Notes by accepting a New
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the New Notes. Such waiver and release may not
be effective to waive liabilities under the U.S. Federal securities laws, and it
is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture and the New Notes will be governed by, and construed in
accordance with the laws of the State of New York without giving effect to
applicable principles of conflicts of law to the extent that the application of
the law of another jurisdiction would be required thereby.

Certain Definitions

"Attributable Debt" means, as to any particular Sale and Leaseback
Transaction under which we or any Restricted Subsidiary is at the time liable,
at any date as of which the amount thereof is to be determined (i) in the case
of any such transaction involving a capital lease, the amount on such date of
the capital lease obligation thereunder or (ii) in the case of any other such
Sale and Leaseback Transaction, the then present value of the minimum rental
obligation under such transaction during the remaining term thereof (after
giving effect to any extensions at the option of the lessor) computed by
discounting the respective rental payments at the actual interest factor
included in such payment, or, if such interest factor cannot be readily
determined, at the rate per annum equal to the rate of interest on the
securities. The amount of any rental payment required to be made under any such
Sale and Leaseback Transaction not involving a capital lease may exclude amounts
required to be paid by the lessee on account of maintenance and repairs,
insurance, taxes, assessments, utilities, operating and labor costs and similar
charges.

"Board of Directors" means either our board of directors or any duly
authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by our Secretary or
an Assistant Secretary to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification, and delivered
to the Trustee.

"Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in the City of New York, Hartford, Connecticut or
Boston, Massachusetts are authorized or obligated by law, regulation, executive
order or governmental decree to close.

"Consolidated Net Tangible Assets" means the total amount of assets on a
consolidated balance sheet of us and our Restricted Subsidiaries (less
applicable reserves and other properly deductible items and after excluding any
investments made in Unrestricted Subsidiaries or in corporations while they were
Unrestricted Subsidiaries but which are not Subsidiaries at the time of
computation) after deducting (a) all liabilities and liability items including
amounts in respect of obligations under leases (or guarantees thereof) which
under generally accepted accounting principles would be included on such balance
sheet except Funded Debt capital stock and surplus, surplus reserves and
provisions for deferred income taxes and (b) goodwill trade names trademarks
patents unamortized debt discount and expense and other like intangibles.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Funded Debt" means any debt for money borrowed, created, issued, incurred,
assumed or guaranteed, whether secured or unsecured, maturing more than one year
after the date of determination thereof and any debt, regardless of its term,
renewable pursuant to the terms thereof or of a revolving credit or similar
agreement effective for more than one year after the date of the creation of the
debt, which would, in accordance with generally accepted accounting practice, be
classified as funded debt, excluding (a) debt for which money in satisfaction
thereof has been deposited in trust, (b) certain guarantees arising in the
ordinary course of business and (c) liabilities resulting from capitalization of
lease rentals.

The term "holder", when used in respect of either the New Notes or the Old
Notes, means the Person in whose name such security is registered in the
relevant Security Register.

The term "mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof.

"Restricted Subsidiary" means any Subsidiary that is not an Unrestricted
Subsidiary.

"Sale and Leaseback Transactions" means the sale or transfer of any
manufacturing plant, warehouse, retail store or equipment owned and operated or
hereafter owned and operated by us or a Restricted Subsidiary, with the
intention that we or any Restricted Subsidiary take back a lease thereof, except
a lease for a period, including renewals, not exceeding 24 months, by the end of
which period it is intended that the use of such property or equipment by the
lessee will be discontinued.

"SEC" means the Securities and Exchange Commission.

"Second Priority Facilities" means each of the facilities, including the
Indenture under which the New Notes are issued, that is secured by the
Collateral.

"Secured Debt" means any indebtedness for money borrowed which is secured by
a mortgage, pledge, lien, security interest or encumbrance on our property or
any Restricted Subsidiary, but shall not include guarantees arising in
connection with the sale, discount, guarantee or pledge of notes, chattel
mortgages, leases, accounts receivable, trade acceptances and other paper
arising, in the ordinary course of business, out of installment or conditional
sales to or by, or transactions involving title retention with, distributors,
dealers or other customers, of merchandise, equipment or services.

"Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the final payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

"Subsidiary" of any Person means (i) a corporation more than 50% of the
combined voting power of the outstanding Voting Stock of which is owned,
directly or indirectly, by such person or by one or more other Subsidiaries of
such person or by such person and one or more Subsidiaries thereof or (ii) any
other person (other than a corporation) in which such person, or one or more
other Subsidiaries thereof, directly or indirectly, has at least a majority
ownership and power to direct the policies, management and affairs thereof.

"Unrestricted Subsidiary" means (a) any Subsidiary which, in accordance with
the provisions of the Indenture, has been designated by a Board Resolution as an
Unrestricted Subsidiary, in each case unless and until such Subsidiary shall, in
accordance with the provisions of the Indenture, be designated by Board
Resolution as a Restricted Subsidiary; and (b) any Subsidiary a majority of the
Voting Stock of which shall at the time be owned directly or indirectly by one
or more Unrestricted Subsidiaries.

"Voting Stock" of any Person means capital stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

"Wholly-owned Restricted Subsidiary" means a Restricted Subsidiary of which
at least 99% of the outstanding Voting Stock (other than directors qualifying
shares) is at the time, directly or indirectly, owned by us or by one or more
Wholly owned Restricted Subsidiaries or by us and one or more Wholly owned
Restricted Subsidiaries.

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The exchange of an Old Note for a New Note pursuant to the Exchange Offer
will not constitute a "significant modification" of the Old Note for U.S.
federal income tax purposes and, accordingly, the New Note received will be
treated as a continuation of the Old Note in the hands of such holder. As a
result, there will be no U.S. federal income tax consequences to a Holder who
exchanges an Old Note for a New Note pursuant to the exchange offer and any such
holder will have the same adjusted tax basis and holding period in the New Note
as it had in the Old Note immediately before the exchange. A holder who does not
exchange its Old Notes for New Notes pursuant to the exchange offer will not
recognize any gain or loss, for U.S. federal income tax purposes, upon
consummation of the exchange offer.

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the
expiration of the exchange offer, we will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until , 2001, all dealers effecting transactions in the New
Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of New Notes by broker-
dealers. New Notes received by broker-dealers for their own account pursuant to
the exchange offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through the writing of
options on the New Notes or a combination of such methods of resale, at market
prices prevailing at the time of resale, at prices related to such prevailing
market prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such New Notes. Any broker-dealer that resells New Notes that
were received by it for its own account pursuant to the exchange offer and any
broker or dealer that participates in a distribution of New Notes may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
of any such resale of New Notes and any commission or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The letter of transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the expiration of the exchange offer, we will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that request such documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer (including the expenses of one counsel for the holders of the Old
Notes) other than commissions or concessions of any broker-dealer and will
indemnify the holders of the Old Notes (including any broker-dealers) against
certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the New Notes offered by this prospectus will be passed upon
for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Nancy A.
Lieberman, a partner of Skadden, Arps, Slate, Meagher & Flom LLP, is a director
and stockholder of Rite Aid.

EXPERTS

The consolidated financial statements and related financial statement
schedule of the Company and its consolidated subsidiaries, except PCS Holding
Corporation and subsidiaries which has been included in

discontinued operations in such consolidated financial statements, as of March
3, 2001 and February 26, 2000, and for each of the three years in the period
ended March 3, 2001 incorporated in this prospectus by reference from our Annual
Report on Form 10-K for the year ended March 3, 2001 have been audited by
Deloitte & Touche LLP as stated in their reports which are incorporated by
reference herein. The financial statements of PCS Holding Corporation and
subsidiaries for the year ended February 26, 2000 and the thirty-six days ended
February 27, 1999, not separately included herein or elsewhere in the
registration statement have been audited by Ernst & Young LLP, as stated in
their report, which is incorporated by reference herein. Such financial
statements and related financial statement schedule of the Company and its
consolidated subsidiaries are incorporated by reference herein in reliance upon
the respective reports of such firms given upon their authority as experts in
accounting and auditing. All of the foregoing firms are independent auditors.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Under the Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding (i) if such person acted in
good faith and in a manner that person reasonably believed to be in or not
opposed to the best interests of the corporation and (ii) with respect to any
criminal action or proceeding, if he or she had no reasonable cause to believe
such conduct was unlawful. In actions brought by or in the right of the
corporation, a corporation may indemnify such person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner that person reasonable believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person in fairly and reasonable entitled to indemnification for such expenses
which the Court of Chancery or other such court shall deem proper. To the extent
that such person has been successful on the merits or otherwise in defending any
such action, suit or proceeding referred to above or any claim, issue or matter
therein, he or she is entitled to indemnification for expenses (including
attorneys' fees) actually and reasonable incurred by such person in connection
therewith. The indemnification and advancement of expenses provided for or
granted pursuant to Section 145 is not exclusive of any other rights of
indemnification or advancement of expenses to which those seeking
indemnification or advancement of expenses may be entitled, and a corporation
may purchase and maintain insurance against liabilities asserted against any
former or current, director, officer, employee or agent of the corporation, or a
person who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, whether or not the power to indemnify is provided by
the statute.

Article Tenth of the Company's Certificate of Incorporated and Article VII of
the Company's By-laws provide for the indemnification of its directors and
officers as authorized by Section 145 of the DGCL.

The directors and officers of the Company and its subsidiaries are insured
(subject to certain exceptions and deductions) against liabilities which they
may incur in their capacity as such including liabilities under the Securities
Act, under liability insurance policies carried by the Company.

II-1

Item 21. Exhibits and Financial Statement Schedules.

a. Exhibits

Exhibit Incorporation by
Numbers Description Reference to
------- ----------- ------------

4.1 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Exhibit 4.2 to Form 8-K filed on February 7,
Corporation and Harris Trust and Savings Bank to the Indenture, dated 2000
September 10, 1997, between Rite Aid Corporation and Harris Trust and
Savings Bank

4.2 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Exhibit 4.3 to Form 8-K filed on February 7,
Corporation and Harris Trust and Savings Bank, to the Indenture, dated 2000
September 22, 1998, between Rite Aid Corporation and Harris Trust and
Savings Bank

4.3 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Exhibit 4.4 to Form 8-K filed on February 7,
Corporation and Harris Trust and Savings Bank to the Indenture, dated 2000
December 21, 1998, between Rite Aid Corporation and Harris Trust and
Savings Bank

4.4 Indenture, dated as of June 14, 2000, among Rite Aid Corporation, as Exhibit 4.1 to Form 8-K filed on June 21, 2000
Exhibit 4.1 to Form 8-K filed on Issuer, each of the Subsidiary
Guarantors named therein and State June 21, 2000 Street Bank and Trust
Company, as Trustee

4.5 Exchange and Registration Rights Agreement, dated as of June 14, 2000, Exhibit 4.2 to Form 8-K filed on June 21, 2000
Exhibit 4.2 to Form 8-K filed on by and among Rite Aid Corporation,
State Street Bank and Trust Company June 21, 2000 and the Holders of
the 10.50% Senior Secured Notes due 2002

4.6 Registration Rights Agreement, dated as of June 14, 2000, by and among Exhibit 4.3 to Form 8-K filed on June 21, 2000
Exhibit 4.3 to Form 8-K filed on Rite Aid Corporation and the Lenders
listed therein June 21, 2000

4.7 Indenture, dated as of June 27, 2001, between Rite Aid Corporation, as Exhibit 4.7 to Registration Statement on Form
issuer and State Street Bank and Trust Company, as trustee, related to S-1, File No. 333-64950, filed on July 12,
the Company's 12.50% Senior Secured Notes due 2006. 2001

4.8 Indenture, dated as of June 27, 2001 between Rite Aid Corporation, as Exhibit 4.8 to Registration Statement on Form
issuer and BNY Midwest Trust Company, as trustee, related to the S-1, File No. 333-64950, filed on July 12,
Company's 11 1/4% Senior Notes due 2008. 2001

4.9 Exchange and Registration Rights Agreement, dated as of June 27, 2001, Exhibit 4.9 to Registration Statement on Form
between Rite Aid Corporation and Salomon Smith Barney Inc., Credit S-1, File No. 333-64950, filed on July 12,
Suisse First Boston Corporation, J.P. Morgan Securities Inc. and Fleet 2001
Securities, Inc., as initial purchasers, for the benefit of the holders
of the Company's 11 1/4% Senior Notes due 2008.

5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP Filed herewith

II-2

Exhibit Incorporation by
Numbers Description Reference to
-------- ----------- ------------

12 Statement regarding computation of Exhibit 12 to Form 10-K filed on May
ratios of earnings to fixed charges 21, 2001

23.1 Independent Auditors' Consent Filed herewith

23.2 Independent Auditors' Consent Filed herewith

23.3 Consent of Skadden, Arps, Slate, Filed herewith
Meagher & Flom LLP (included in
Exhibit 5)

24 Power of Attorney Signature pages to Registration
Statement on Form S-4, File No. 333-
67362, filed on August 13, 2001.

25 Statement of Eligibility of Trustee Exhibit 25 to Registration Statement
on Form S-4, File No. 333-67362, filed
on August 13, 2001

99.1 Form of Letter of Transmittal Filed herewith

99.2 Form of Notice of Guaranteed Delivery Filed herewith

99.3 Form of Letter to Clients Filed herewith

99.4 Form of Letter to Brokers, Dealers, Filed herewith
Commercial Banks, Trust Companies and
Other Nominees

II-3

Item 22. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;

(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply
if the information required to be included in a post-effective amendment by
these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13 (a) or 15 (d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Camp Hill, State of
Pennsylvania, on October 31, 2001.

RITE AID CORPORATION

By: /s/ Elliot S. Gerson
----------------------------------------------
Elliot S. Gerson
Senior Executive Vice President
and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ------------ ----

* Chairman of the Board and October 31, 2001
----------------------------------- Chief Executive Officer
Robert G. Miller

* President, Chief Operating October 31, 2001
----------------------------------- Officer and Director
Mary F. Sammons

* Chief Financial Officer and Senior Executive Vice October 31, 2001
----------------------------------- President
John T. Standley

* Executive Vice President, October 31, 2001
----------------------------------- Finance and Accounting
Christopher Hall

* Chief Accounting Officer and October 31, 2001
----------------------------------- Senior Vice President
Kevin J. Twomey

II-5

Signature Title Date
--------- ----- ----

* Director October 31, 2001
------------------------------------
William J. Bratton

* Director October 31, 2001
------------------------------------
Alfred M. Gleason

* Director October 31, 2001
------------------------------------
Leonard I. Green

* Director October 31, 2001
------------------------------------
Nancy A. Lieberman

* Director October 31, 2001
------------------------------------
Stuart M. Sloan

* Director October 31, 2001
------------------------------------
Jonathan D. Sokoloff

* Director October 31, 2001
------------------------------------
Leonard N. Stern

*By: /s/ Elliot S. Gerson
---------------------------------
Elliot S. Gerson
Attorney-in-fact

II-6

SIGNATURES

112 BURLEIGH AVENUE NORFOLK, LLC
1515 WEST STATE STREET BOISE, IDAHO, LLC
NAME RITE LLC
TYLER AND SANDERS ROADS, BIRMINGHAM-ALABAMA 1740
ASSOCIATES, LLC
GRATIOT & CENTER-SAGINAW TOWNSHIP, MICHIGAN, LLC
NORTHLINE & DIX-TOLEDO-SOUTHGATE,LLC
PAW PAW LAKE ROAD & PAW PAW AVENUE-COLOMA,
MICHIGAN, LLC
SEVEN MILE AND EVERGREEN-DETROIT,LLC
CENTRAL AVENUE AND MAIN STREET-PETAL, MS, LLC
STATE & FORTIFICATION STREETS-JACKSON, MISSISSIPPI, LLC
BALTIMORE/ANNAPOLIS BOULEVARD & GOVERNOR RICHIE
HIGHWAY-GLEN BURNIE, MARYLAND, LLC
ANN & GOVERNMENT STREETS-MOBILE, ALABAMA, LLC
1525 CORTYOU ROAD-BROOKLYN, LLC

By: /s/ Elliot S. Gerson
--------------------
Elliot S. Gerson
Senior Vice President and Assistant Secretary

II-7

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

* Director October 31, 2001
--------------------
David R. Jessick

Senior Vice President and
* Chief Financial Officer October 31, 2001
--------------------
Kevin J. Twomey

* Director October 31, 2001
--------------------
Elliot S. Gerson

* Director October 31, 2001
--------------------
Robert B. Sari

*By: /s/ Elliot S. Gerson
---------------------------
Elliot S. Gerson
Attorney-in-fact

II-8

SIGNATURES

764 SOUTH BROADWAY-GENEVA, OHIO, LLC
EIGHTH AND WATER STREETS-URICHSVILLE, OHIO, LLC
GETTYSBURG AND HOOVER-DAYTON, OHIO, LLC
MAYFIELD & CHILLICOTHE ROADS-CHESTERKNOL, LLC
MUNSON & ANDREWS, LLC
STATE STREET AND HILL ROAD-GERARD, OHIO, LLC
SILVER SPRINGS ROAD-BALTIMORE, MARYLAND/ONE, LLC
SILVER SPRINGS ROAD-BALTIMORE, MARYLAND/TWO, LLC

By: /s/ Elliot S. Gerson
--------------------
Elliot S. Gerson
Senior Vice President and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

* President and Director October 31, 2001
--------------------
David R. Jessick

Senior Vice President and
* Chief Financial Officer October 31, 2001
--------------------
Kevin J. Twomey

* Director October 31, 2001
--------------------
I. Lawrence Gelman

* Director October 31, 2001
--------------------
Robert B. Sari

* Director October 31, 2001
--------------------
Chris Hall

*By: /s/ Elliot S. Gerson
---------------------------
Elliot S. Gerson
Attorney-in-fact

II-9

SIGNATURES

RITE AID HDQTRS. CORP.
RITE AID OF ALABAMA, INC.
RITE AID OF CONNECTICUT, INC.
RITE AID OF DELAWARE, INC.
RITE AID OF FLORIDA, INC.
RITE AID GEORGIA, INC.
RITE AID OF ILLINOIS, INC.
RITE AID OF INDIANA, INC.
RITE AID OF KENTUCKY, INC.
RITE AID OF MARYLAND, INC.
RITE AID OF MASSACHUSETTS, INC.
RITE AID OF NEW HAMPSHIRE, INC.
RITE AID OF NEW JERSEY, INC.
RITE AID OF NORTH CAROLINA, INC.
RITE AID OF PENNSYLVANIA, INC.
RITE AID OF SOUTH CAROLINA, INC.
RITE AID OF TENNESSEE, INC.
RITE AID OF VIRGINIA, INC.
RITE AID OF WASHINGTON, D.C., INC.
RITE AID OF WEST VIRGINIA, INC.
DRUG FAIR OF PA. INC.
DRUG FAIR, INC.
EAGLE MANAGED CARE CORP.
HARCO, INC.
KEYSTONE CENTERS, INC.
OCEAN ACQUISITION CORPORATION REED, INC.
RITE AID DRUG PALACE, INC.
RITE AID ROME DISTRIBUTION CENTER, INC.
RITE AID TRANSPORT, INC.
W.R.A.C., INC.
1740 ASSOCIATES, L.L.C.
3581 CARTER HILL ROAD-MONTGOMERY CORP.
4042 WARRENSVILLE CENTER ROAD-WARRENSVILLE OHIO, INC.
5277 ASSOCIATES, INC.
537 ELM STREET CORPORATION 5600 SUPERIOR PROPERTIES, INC.
657-659 BROADWAY ST. CORP.
BROADVIEW AND WALLINGS-BROADVIEW HEIGHTS OHIO, INC.
DOMINION ACTION ONE CORPORATION
DOMINION ACTION TWO CORPORATION
DOMINION ACTION THREE CORPORATION
DOMINION ACTION FOUR CORPORATION
DOMINION DRUG STORES CORP.
ENGLAND STREET-ASHELAND CORPORATION
FAIRGROUND, LLC
JAIME NATHAN TRAVIS CORPORATION
LAKEHURST AND BROADWAY CORPORATION
LEADER DRUGS, INC.
PATTON DRIVE AND NAVY BOULEVARD PROPERTY CORPORATION

II-10

PORTFOLIO MEDICAL SERVICES, INC.
RACK RITE DISTRIBUTORS, INC.
RITE AID VENTURER #1, INC.
RITE FUND, INC.
THE MUIR COMPANY
VIRGINIA CORPORATION
K&B, INCORPORATED
K&B ALABAMA CORPORATION
K&B FLORIDA CORPORATION
K&B LOUISIANA CORPORATION
K&B MISSISSIPPI CORPORATION
K&B SERVICES, INCORPORATED
K&B TENNESSEE CORPORATION
K&B TEXAS CORPORATION
K&B TRAINEES, INC.
KATZ & BESTHOFF, INC.
SUPER DISTRIBUTORS, INC.
SUPER ICE CREAM SUPPLIERS, INC.
SUPER LABORATORIES, INC.
SUPER PHARMACY NETWORK, INC.
SUPER TOBACCO DISTRIBUTORS, INC.
PL XPRESS, INC.
THRIFTY CORPORATION
P.L.D. ENTERPRISES, INC.
RITE AID REALTY CORP.
THRIFTY WILSHIRE, INC.
SOPHIE ONE CORP.
SCRIPT SOUTH INC.
PERRY DISTRIBUTORS, INC.
APEX DRUG STORES, INC.
PDS-1 MICHIGAN, INC.
RDS DETROIT, INC.
PERRY DRUG STORES, INC.
RAM-UTICA, INC.
RITE AID OF MICHIGAN, INC.
RITE AID OF NEW YORK, INC.
RITE INVESTMENTS CORP.
RX CHOICE, INC.

By: /s/ Robert B. Sari
--------------------
Robert B. Sari
Vice President and Secretary

II-11

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

* President and Director October 31, 2001
------------------------------------
David R. Jessick

Senior Vice President and
* Chief Financial Officer October 31, 2001
------------------------------------
Kevin J. Twomey

* Director October 31, 2001
------------------------------------
Elliot S. Gerson

* Director October 31, 2001
------------------------------------
Robert B. Sari

*By: /s/ Elliot S. Gerson
-------------------------------
Elliot S. Gerson
Attorney-in-fact

II-12

SIGNATURES

RITE AID OF OHIO, INC.
RITE AID OF MAINE, INC.
THE LANE DRUG COMPANY

By: /s/ Robert B. Sari
--------------------
Robert B. Sari
Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

* President and Director October 31, 2001
------------------------------------
David R. Jessick

Senior Vice President and
* Chief Financial Officer October 31, 2001
------------------------------------
Kevin J. Twomey

* Director October 31, 2001
------------------------------------
I. Lawrence Gelman

* Director October 31, 2001
------------------------------------
Robert B. Sari

* Director October 31, 2001
v
Chris Hall

*By: /s/ Elliot S. Gerson
-------------------------------
Elliot S. Gerson
Attorney-in-fact

II-13

SIGNATURES

THRIFTY PAYLESS, INC.

By: /s/ Elliot S. Gerson
--------------------
Elliot S. Gerson
Senior Vice President and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

* President and Director October 31, 2001
------------------------------------
Charles R. Kibler

Senior Vice President, Chief
* Financial Officer and Director October 31, 2001
------------------------------------
Elliot S. Gerson

* Director October 31, 2001
------------------------------------
James E. Krahulec

*By: /s/ Elliot S. Gerson
-------------------------------
Elliot S. Gerson
Attorney-in-fact

II-14

SIGNATURES

RITE AID OF VERMONT, INC.

By: /s/ Elliot S. Gerson
--------------------
Elliot S. Gerson
Senior Vice President and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

* President and Director October 31, 2001
------------------------------------
David R. Jessick

* Senior Vice President and October 31, 2001
------------------------------------ Chief Financial Officer
Kevin J. Twomey

* Director October 31, 2001
------------------------------------
Rachel F. Gerson

* Director October 31, 2001
------------------------------------
Brett Hanscom

*
------------------------------------ Director October 31, 2001
Maureen Otzell

*
------------------------------------ Director October 31, 2001
Stephen Savage

*
------------------------------------ Director October 31, 2001
Steven Lawson

*
------------------------------------ Director October 31, 2001
Elliot S. Gerson

*By: /s/ Elliot S. Gerson
---------------------------------
Elliot S. Gerson
Attorney-in-fact

II-15

SIGNATURES

LAVERDIERE'S ENTERPRISES, INC.
READS, INC.
5600 SUPERIOR PROPERTIES, INC.
GDF, INC.

By: /s/ Robert B. Sari
----------------------------------------------
Robert B. Sari
Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

* President and Director October 31, 2001
------------------------------------
David R. Jessick

* Director October 31, 2001
------------------------------------
Elliot S. Gerson

* Director October 31, 2001
------------------------------------
Robert B. Sari

*By: /s/ Elliot S. Gerson
---------------------------------
Elliot S. Gerson
Attorney-in-fact

II-16

EXHIBIT INDEX

Exhibit Incorporation by
Numbers Description Reference to
-------- ----------- ------------

4.1 Supplemental Indenture, dated as of February 3, Exhibit 4.2 to Form 8-K filed on February 7,
2000, between Rite Aid Corporation and Harris 2000
Trust and Savings Bank to the Indenture, dated
September 10, 1997, between Rite Aid Corporation
and Harris Trust and Savings Bank

4.2 Supplemental Indenture, dated as of February 3, Exhibit 4.3 to Form 8-K filed on February 7,
2000, between Rite Aid Corporation and Harris 2000
Trust and Savings Bank, to the Indenture, dated
September 22, 1998, between Rite Aid Corporation
and Harris Trust and Savings Bank

4.3 Supplemental Indenture, dated as of February 3, Exhibit 4.4 to Form 8-K filed on February 7,
2000, between Rite Aid Corporation and Harris 2000
Trust and Savings Bank to the Indenture, dated
December 21, 1998, between Rite Aid Corporation
and Harris Trust and Savings Bank

4.4 Indenture, dated as of June 14, 2000, among Rite Exhibit 4.1 to Form 8-K filed on
Aid Corporation, as Issuer, each of the Subsidiary June 21, 2000
Guarantors named therein and State Street Bank and
Trust Company, as Trustee

4.5 Exchange and Registration Rights Agreement, dated Exhibit 4.2 to Form 8-K filed on
as of June 14, 2000, by and among Rite Aid June 21, 2000
Corporation, State Street Bank and Trust Company
and the Holders of the 10.50% Senior Secured Notes
due 2002

4.6 Registration Rights Agreement, dated as of June Exhibit 4.3 to Form 8-K filed on
14, 2000, by and among Rite Aid Corporation and June 21, 2000
the Lenders listed therein

4.7 Indenture, dated as of June 27, 2001, between Rite Exhibit 4.7 to Registration Statement on Form S-
Aid Corporation, as issuer and State Street Bank 1, File No. 333-64950, filed on July 12, 2001
and Trust Company, as trustee, related to the
Company's 12.50% Senior Secured Notes due 2006.

4.8 Indenture, dated as of June 27, 2001 between Rite Exhibit 4.8 to Registration Statement on Form S-
Aid Corporation, as issuer and BNY Midwest Trust 1, File No. 333-64950, filed on July 12, 2001
Company, as trustee, related to the Company's 11
1/4% Senior Notes due 2008.

4.9 Exchange and Registration Rights Agreement, dated Exhibit 4.9 to Registration Statement on Form S-
as of June 27, 2001, between Rite Aid Corporation 1, File No. 333-64950, filed on July 12, 2001
and Salomon Smith Barney Inc., Credit Suisse First
Boston Corporation, J.P. Morgan Securities Inc.
and Fleet Securities, Inc., as initial purchasers,
for the benefit of the holders of the Company's 11
1/4% Senior Notes due 2008.

5 Opinion of Skadden, Arps, Slate, Meagher & Flom Filed herewith
LLP

Exhibit Incorporation by
Numbers Description Reference to
-------- ----------- ------------

12 Statement regarding computation of ratios of earnings to fixed charges Exhibit 12 to Form 10-K filed on May 21, 2001

23.1 Independent Auditors' Consent Filed herewith

23.2 Independent Auditors' Consent Filed herewith

23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Filed herewith
Exhibit 5)

24 Power of Attorney Signature pages to Registration Statement on
Form S-4, File No. 333-67362, filed on August
13, 2001

25 Statement of Eligibility of Trustee Exhibit 25 to Registration Statement on Form
S-4, File No. 333-67362, filed on August 13,
2001

99.1 Form of Letter of Transmittal Filed herewith

99.2 Form of Notice of Guaranteed Delivery Filed herewith

99.3 Form of Letter to Clients Filed herewith

99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies Filed herewith
and Other Nominees