UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 22, 2005
(September 21, 2005)
RITE AID CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5742 23-1614034
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 761-2633
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None
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On September 22, 2005, we announced our financial position and results of
operations as of and for the thirteen and twenty-six week periods ended August
27, 2005. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The announcement includes a non-GAAP financial
measure, "Adjusted EBITDA." Adjusted EBITDA represents net income (loss) from
operations excluding the impact of income taxes, interest expense, depreciation
and amortization, LIFO adjustments, charges or credits for store closing and
impairment, inventory write-downs related to closed stores, stock-based
compensation expense, debt modifications and retirements, litigation proceeds,
litigation expense, expense of the defense against litigation related to prior
managements' business practices and the defense of prior management, sales of
assets and investments, and non-recurring items. We reference this non-GAAP
financial measure frequently in our decision-making because it provides
supplemental information that facilitates internal comparisons to historical
operating performance of prior periods and external comparisons to competitors'
historical operating performance. In addition, incentive compensation is based
on Adjusted EBITDA and we base our forward-looking estimates on Adjusted EBITDA
to facilitate quantification of planned business activities and enhance
subsequent follow-up with comparisons of actual to planned Adjusted EBITDA. We
include this non-GAAP financial measure in our earnings announcement in order to
provide transparency to investors and enable investors to compare our operating
performance with the operating performance of our competitors.
ITEM 8.01 OTHER EVENTS
As previously disclosed, on August 16, 2005, Rite Aid entered into an
underwriting agreement (the "Underwriting Agreement") with Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several
underwriters named therein (collectively, the "Underwriters"), providing for the
sale of 4,600,000 shares of Rite Aid's 5.50% Series I Mandatory Convertible
Preferred Stock (the "Series I Preferred Stock"), par value $1.00 per share and
with a liquidation preference of $25 per share, to the Underwriters at a price
of $24.25 per share. Pursuant to the Underwriting Agreement, Rite Aid granted
the Underwriters the right, exercisable for thirty days after the date of the
Underwriting Agreement, to purchase up to 600,000 additional shares of Series I
Preferred Stock to cover over-allotments, if any, at a price of $24.25 per
share. The Series I Preferred Stock was offered and sold pursuant to a
registration statement on Form S-3 (Registration No. 333-121636), which was
declared effective on January 14, 2005, and a related prospectus supplement
filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the
Securities Act of 1933, as amended. On September 15, 2005, the Underwriters
exercised their over-allotment option with respect to 220,000 shares. The
closing of the over-allotment option occurred on September 21, 2005 and resulted
in proceeds to Rite Aid, after deducting the Underwriters' discounts and
commissions but not other offering expenses payable by Rite Aid of $5,335,000.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Registrant's Press Release, dated September 22, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RITE AID CORPORATION
Dated: September 22, 2005 By: /s/ Robert B. Sari
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Name: Robert B. Sari
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Registrant's Press Release dated September 22, 2005.