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 7, 2004
(September 7, 2004)
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 7.01 Regulation FD Disclosure
On September 7, 2004, we announced sales results for August 2004 and lowered
certain of our previously issued guidance (sales, net income and adjusted
EBITDA) for fiscal 2005. The press release is attached hereto as Exhibit 99.1
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 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 7, 2004
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 7, 2004 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 7, 2004.