RITE AID CORPORATION
30 Hunter Lane
Camp Hill, PA 17011
October 29, 2007
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Rite Aid Corporation (the "Company"), the primary obligor under its 9.5% Senior Notes due 2017 (the "Restricted Bonds"), and each of the guarantors set forth on the signature pages hereto (the "Guarantors" and, together with the Company, the "Registrants") are registering an exchange offer (the "Exchange Offer") pursuant to a Registration Statement on Form S-4 (File No. 333-146386) in reliance on the staff of the Securities and Exchange Commission's position enunciated inExxon Capital Holdings Corporation (available April 13, 1989),Morgan Stanley & Co. Incorporated (available June 5, 1991) andShearman & Sterling (available July 2, 1993). The Registrants represent as follows:
1. The Registrants have not entered into any arrangement or understanding with any person to distribute the 9.5% Senior Notes due 2017 to be received in the Exchange Offer (the "Exchange Bonds") and, to the best of the Registrants' information and belief, each person participating in the Exchange Offer is acquiring the Exchange Bonds in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Bonds to be received in the Exchange Offer.
2. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Bonds to be acquired in the Exchange Offer, such person (i) cannot rely on the staff position enunciated inExxon Capital Holdings Corporation (available April 13, 1989) or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), in connection with a secondary resale transaction.
3. The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Bonds should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.
4. The Registrants further represent that with respect to any broker-dealer that participates in the Exchange Offer with respect to outstanding securities acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any agreement or understanding with the Registrants or any affiliate of the Registrants to distribute the Exchange Bonds.
5. The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Restricted Bonds (as described in the Exchange Offer prospectus) acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Bonds in exchange for such Restricted Bonds
pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described inShearman & Sterling (available July 2, 1993)) in connection with any resale of such Exchange Bonds.
6. The Registrants will require the exchange offeree to represent to the following additional provisions:
Very truly yours, | ||||
RITE AID CORPORATION | ||||
By: | /s/ ROBERT B. SARI | |||
| Name: | Robert B. Sari | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
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| GUARANTORS | ||
| 112 Burleigh Avenue Norfolk, LLC | ||
| 1515 West State Street Boise, Idaho, LLC | ||
| 1740 Associates, LLC | ||
| 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 Broad St. Corp. | ||
| 764 South Broadway—Geneva, Ohio, LLC | ||
| Ann & Government Streets—Mobile, Alabama, LLC | ||
| Apex Drug Stores, Inc. | ||
| Broadview and Wallings—Broadview Heights Ohio, Inc. | ||
| Brooks Pharmacy, Inc. | ||
| Central Avenue & Main Street Petal-MS, LLC | ||
| Eagle Managed Care Corp. | ||
| Eckerd Corporation | ||
| Eckerd Fleet, Inc. | ||
| EDC Drug Stores, Inc. | ||
| EDC Licensing, Inc. | ||
| Eighth and Water Streets—Urichsville, Ohio, LLC | ||
| England Street—Asheland Corporation | ||
| Fairground, LLC | ||
| GDF, Inc. | ||
| Genovese Drug Stores, Inc. | ||
| Gettysburg and Hoover—Dayton, Ohio, LLC | ||
| Harco, Inc. | ||
| JCG (PJC) USA, LLC | ||
| JCG Holdings (USA), Inc. | ||
| K&B Alabama Corporation | ||
| K&B Louisiana Corporation | ||
| K&B Mississippi Corporation | ||
| K&B Services, Incorporated | ||
| K&B Tennessee Corporation | ||
| K&B Texas Corporation | ||
| K&B, Incorporated | ||
| Keystone Centers, Inc. | ||
| Lakehurst and Broadway Corporation | ||
| Maxi Drug North, Inc. | ||
| Maxi Drug South, L.P. | ||
| Maxi Drug, Inc. | ||
| Maxi Green, Inc. | ||
| Mayfield & Chillicothe Roads—Chesterland, LLC | ||
| MC Woonsocket, Inc. | ||
| Munson & Andrews, LLC | ||
| Name Rite, L.L.C. | ||
| Northline & Dix—Toledo—Southgate, LLC | ||
| P.J.C. Distribution, Inc. | ||
| P.J.C. of West Warwick, Inc. | ||
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| P.J.C. Realty Co., Inc. | ||
| Patton Drive and Navy Boulevard Property Corporation | ||
| Paw Paw Lake Road & Paw Paw Avenue—Coloma, Michigan, LLC | ||
| PDS-1 Michigan, Inc. | ||
| Perry Distributors, Inc. | ||
| Perry Drug Stores, Inc. | ||
| PJC Dorchester Realty LLC | ||
| PJC East Lyme Realty LLC | ||
| PJC Essex Realty LLC | ||
| PJC Haverhill Realty LLC | ||
| PJC Hermitage Realty LLC | ||
| PJC Hyde Park Realty LLC | ||
| PJC Lease Holdings, Inc. | ||
| PJC Manchester Realty LLC | ||
| PJC Mansfield Realty LLC | ||
| PJC New London Realty LLC | ||
| PJC Norwich Realty LLC | ||
| PJC of Cranston, Inc. | ||
| PJC of East Providence, Inc. | ||
| PJC of Massachusetts, Inc. | ||
| PJC of Rhode Island, Inc. | ||
| PJC of Vermont, Inc. | ||
| PJC Peterborough Realty II LLC | ||
| PJC Peterborough Realty LLC | ||
| PJC Providence Realty LLC | ||
| PJC Realty MA, Inc. | ||
| PJC Realty N.E. LLC | ||
| PJC Revere Realty LLC | ||
| PJC Special Realty Holdings, Inc. | ||
| Ram—Utica, Inc. | ||
| RDS Detroit, Inc. | ||
| READ's Inc. | ||
| Rite Aid Drug Palace, Inc. | ||
| Rite Aid Hdqtrs. Corp. | ||
| Rite Aid Hdqtrs. Funding, Inc. | ||
| 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. | ||
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| 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 Services, LLC | ||
| Rite Aid Transport, Inc. | ||
| Rite Fund, Inc. | ||
| Rite Investments Corp. | ||
| Rx Choice, Inc. | ||
| Seven Mile and Evergreen—Detroit, LLC | ||
| Silver Springs Road—Baltimore, Maryland/One, LLC | ||
| Silver Springs Road—Baltimore, Maryland/Two, LLC | ||
| State & Fortification Streets—Jackson, Mississippi, LLC | ||
| State Street and Hill Road—Gerard, Ohio, LLC | ||
| The Jean Coutu Group (PJC) USA, Inc. | ||
| The Lane Drug Company | ||
| Thrift Drug Services, Inc. | ||
| Thrift Drug, Inc. | ||
| Thrifty Corporation | ||
| Thrifty PayLess, Inc. | ||
| Tyler and Sanders Roads—Birmingham, Alabama, LLC |
By: | /s/ ROBERT B. SARI Name: Robert B. Sari Title: Authorized Person |
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