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) December 21, 2006
(December 21, 2006)
RITE AID CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5742 23-1614034
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 761-2633
------------------------------
None
--------------------------------------------------------------------------------
(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 December 21, 2006, we announced our financial position and results of
operations as of and for the thirteen and thirty-nine week periods ended
December 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 management's business practices and the defense of
prior management, incremental costs related to the acquisition of Jean Coutu,
USA, 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 December 21, 2006
Additional Information and Where to Find It
Rite Aid has filed with the Securities and Exchange Commission a proxy
statement in connection with the proposed transaction with the Jean Coutu
Group. The proxy statement has been mailed to the stockholders of Rite Aid.
STOCKHOLDERS OF RITE AID ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Such proxy statement 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 is
available in Rite Aid's proxy statement 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: December 21, 2006 By: /s/ Robert B. Sari
-----------------------------
Name: Robert B. Sari
Title: Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Registrant's Press Release dated December 21, 2006