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) August 18, 2005(August 15, 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
____________________________
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 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
On August 16, 2005, Rite Aid Corporation ("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. Rite Aid has 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. The Underwriting Agreement is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Certain of the Underwriters and their affiliates have provided in the
past to Rite Aid and its affiliates and may provide from time to time in the
future certain commercial banking, financial advisory, investment banking and
other services for us and such affiliates in the ordinary course of their
business, for which they have received and may continue to receive customary
fees and commissions. Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc. are the exclusive joint lead arrangers and joint bookrunners under Rite
Aid's senior secured credit facility. An affiliate of Citigroup Global Markets
Inc. is a lender, the administrative agent and collateral processing agent
under Rite Aid's senior secured credit facility and an affiliate of J.P. Morgan
Securities Inc. is a lender, the syndication agent and collateral processing
agent under the senior secured credit facility. In connection with acting as
arrangers, lenders and agents under the senior secured credit facility,
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. and their
respective affiliates each receive, and will receive, customary fees. In
addition, from time to time, certain of the underwriters and their affiliates
may effect transactions for their own account or the account of customers, and
hold on behalf of themselves or their customers, long or short positions in
Rite Aid's debt or equity securities or loans, and may do so in the future.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN
FISCAL YEAR
On August 15, 2005, Rite Aid filed a Certificate of Elimination
with the Secretary of State of the State of Delaware. The Certificate of
Elimination amends Rite Aid's Restated Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), by eliminating all references to Rite
Aid's 8% Series D Cumulative Convertible Pay-in-Kind Preferred Stock. The
amendment to the Certificate of Incorporation became effective on August 15,
2005. The Certificate of Elimination is filed as Exhibit 99.2 hereto and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Underwriting Agreement dated August 16, 2005
99.2 Certificate of Elimination
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: August 18, 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 Underwriting Agreement dated August 16, 2005.
99.2 Certificate of Elimination.