EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Rite Aid Corporation (the "Company") made pursuant to the
Prospectus, dated _____, 1998 (the "Prospectus"), if the procedure for book-
entry transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Company prior to 5:00 p.m., New York City time,
on the Expiration Date of the Exchange Offer. This form may be delivered or
transmitted by facsimile transmission, mail or hand delivery to Harris Trust and
Savings Bank (the "Exchange Agent") as set forth below. In addition, in order
to utilize the guaranteed delivery procedure to tender Restricted Drs. pursuant
to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or
facsimile thereof) must also be received by the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date. Capitalized terms used but
not defined herein have the meanings given to them in the Prospectus.
Delivery To: HARRIS TRUST AND SAVINGS BANK, EXCHANGE AGENT
Facsimile Transmission Number: By Hand/Overnight Delivery By Registered or Certified Mail:
- ------------------------------ -------------------------- --------------------------------
(For Eligible Institutions Only) Harris Trust and Savings Bank Harris Trust and Savings Bank
(212) 701-7636 c/o Harris Trust Company c/o Harris Trust Company
of New York of New York
For General Information 88 Pine Street P.O. Box 1010
----------------------- 19th Floor Wall Street Station
and to New York, NY 10268-1010 New York, NY 10005
------
Confirm Receipt of Facsimile by
-------------------------------
Telephone:
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(212) 701-7624
(Originals of all documents sent by facsimile should be sent
promptly by registered or certified mail, by hand or by overnight courier)
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Restricted Drs. set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of Outstanding Drs. Tendered:/*/
$--------------------------------------------------
Provide account number for Restricted Drs.
to be delivered by book-entry transfer to
the Depository Trust Company.
Account Number ------------------------------------
- -------------------------
/*/Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH
OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE
X_______________________________________________________________________________
X_______________________________________________________________________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:
Must be signed by the holder(s) of Restricted Drs. as their name(s)
appear(s) on a security position listing or by person(s) authorized to become
registered holder(s) by documents transmitted with this Notice of Guaranteed
Delivery. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or the person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):________________________________________________________________________
Capacity:_______________________________________________________________________
Address(es):____________________________________________________________________
__________________________________________________________________________
GUARANTEE
The undersigned, a member or participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program, on an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby guarantees that timely confirmation of the book-entry transfer
of such Restricted Drs. into the Exchange Agent's account at the Depository
Trust Company pursuant to the procedures set forth in "The Exchange Offer--
Guaranteed Delivery Procedures" section of the Prospectus, together with a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantee and any other documents
required by the Letter of Transmittal, will be received by the Exchange Agent at
the address set forth above, no later than three business days after the date of
the delivery hereof.
Name of Firm:-----------------------------------------------------------------
Authorized Signature:---------------------------------------------------------
Title:------------------------------------------------------------------------
Name:-------------------------------------------------------------------------
Address:----------------------------------------------------------------------
(Please Type or Print)
Area Code and Tel. No.--------------------------------------------------------
Dated:------------------------------------------------------------------------