UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment
No. )
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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RITE
AID CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Previously Paid:
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Party:
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Date
Filed:
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Press Release
For
Further Information Contact:
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INVESTORS:
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MEDIA:
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Frank
Vitrano
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Karen
Rugen
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(717)
972-3948
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(717)
730-7766
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or
investor@riteaid.com
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THE THREE LEADING INDEPENDENT PROXY
ADVISORY FIRMS RECOMMEND
STOCKHOLDERS VOTE “FOR” RITE AID’S
REVERSE STOCK SPLIT
CAMP
HILL, PA (November 17, 2008) — Rite Aid Corporation (NYSE: RAD) said today that
all three of the leading independent proxy advisory firms have recommended
stockholders support the Board of Directors’ plan for a reverse split of Rite
Aid common stock. All three firms have also recommended a vote for
the company’s plan to reduce the number of authorized shares of Rite Aid common
stock.
The
proxy firms include RiskMetrics Group (formerly known as ISS), Glass Lewis &
Co and Proxy Governance, Inc.
On
October 17, 2008, Rite Aid’s Board of Directors announced plans for a reverse
stock split to ensure that Rite Aid regains compliance with the New York Stock
Exchange’s (NYSE) share price listing rule. The company was notified
on October 16, 2008 that it was no longer in compliance with the rule after the
average closing price for its stock had fallen below $1 per share over 30
consecutive trading days. Subject to the NYSE rules, Rite Aid has six months
from the notice date to regain compliance or be de-listed from the
NYSE. During the six months, Rite Aid common stock continues to be
listed on the NYSE and trade as usual.
In
an October 28, 2008 report, Proxy Governance noted, “The company is seeking to
boost its share price to a level that will ensure continued listing status and
possibly attract broader institutional investment. If achieved, this
may benefit all shareholders with higher long-term returns and a more stable
stock price.”
Glass
Lewis, in a report issued October 28, 2008, said, “We agree with the board that
it is in the best interest of the Company to reduce the number of shares of
common stock and thereby proportionally raise the per share price of the
Company’s common stock.”
“The
reverse stock split is necessary to avoid delisting of the company’s stock on
the NYSE. In addition, if shareholders approve this proposal (the reverse stock
split) and approve the second proposal, the company will reduce authorized
shares by 67 percent,” said RiskMetrics in a report issued November 12,
2008.
Stockholders
are scheduled to vote on the reverse stock split at a special stockholders
meeting on December 2. Once stockholders approve the split, Rite Aid’s Board
will select a reverse stock split ratio of either 1-for-10, 1-for 15 or 1-for-20
so that, depending on the ratio chosen, either 10, 15 or 20 shares of
issued and outstanding
common
stock will convert into one share of common stock. The price of each
common share would increase by the same ratio when the stock split takes
effect.
Rite
Aid encourages stockholders to read the proxy statement relating to the special
meeting because it contains important information. Stockholders may obtain
a free copy of the proxy statement and other documents that the company files
with the SEC at the SEC's website at www.sec.gov.
The proxy statement and these other documents may also be obtained for free from
the company by directing a request to Rite Aid Corporation, 30 Hunter Lane, Camp
Hill, Pennsylvania 17011, Attention: Investor Relations, or at www.riteaid.com.
Rite Aid Corporation is one of the
nation’s leading drugstore chains with more than 4,900 stores in 31 states and
the District of Columbia with fiscal 2008 annual sales of more than $24.3
billion. Information about Rite Aid, including corporate background
and press releases, is available through the company’s website at http://www.riteaid.com.
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