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 21, 2006 (September 21, 2006)
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)
[x] 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 21, 2006, we announced our financial position and results of
operations as of and for the thirteen and twenty-six week periods ended
September 2, 2006. 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 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Registrant's Press Release, dated September 21, 2006
Additional Information and Where to Find It
Rite Aid intends to file with the Securities and Exchange Commission a proxy
statement in connection with the proposed transaction with the Jean Coutu Group.
The proxy statement will be mailed to the stockholders of Rite Aid. STOCKHOLDERS
OF RITE AID ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Such proxy statement (when
available) and other relevant documents may also be obtained, free of charge, on
the Securities and Exchange Commission's website (http://www.sec.gov) or by
contacting our Secretary, Rite Aid Corporation, 30 Hunter Lane, Camp Hill,
Pennsylvania 17011.
Participants in the Solicitation
Rite Aid and certain persons may be deemed to be participants in the
solicitation of proxies relating to the proposed transaction. The participants
in such solicitation may include Rite Aid's executive officers and directors.
Further information regarding persons who may be deemed participants will be
available in Rite Aid's proxy statement to be filed with the Securities and
Exchange Commission in connection with the transaction.
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 21, 2006 By: /s/ Robert B. Sari
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Name: Robert B. Sari
Title: Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Registrant's Press Release dated September 21, 2006