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) February 6, 2003
(February 5, 2003)
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)
Item 5. Other Events.
On February 6, 2003, Rite Aid Corporation issued a press release announcing
the terms of an offering of $300 million ($100 million more than previously
announced) of its 9.5% senior secured notes due 2011. The transaction is
expected to close on February 12, 2003.
In conjunction with the offering, Rite Aid will redeem all $149.5 million
aggregate principal amount of its senior secured (shareholder) notes due 2006.
The net proceeds of the offering will be used to retire $118.6 million of its
6.0% fixed-rate senior notes due 2005 and for general corporate purposes,
which may include capital expenditures and additional repayments or
repurchases of its outstanding indebtedness.
The notes due 2011 have not been registered under the Securities Act and may
not be offered or sold in the United States without registration or an
applicable exemption of registration requirements.
On February 5, 2003, Rite Aid received the necessary consents to certain
amendments of its senior credit facility and synthetic lease facility in order
to issue the notes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.1 Form of Amendment No.4 to the Senior Credit Agreement, dated as of
February 6, 2003, among Rite Aid Corporation, the Banks (as defined
therein), Citicorp USA, Inc., as a Swingline Bank, as Issuing Bank
and as an Administrative Agent for the Banks, Citicorp USA, Inc., as
Collateral Agent for the Banks, and JPMorgan Chase Bank, Credit
Suisse First Boston and Fleet Retail Finance, Inc., as Syndication
Agents.
99.1 Registrant's Press Release, dated February 6, 2003.
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: February 6, 2003 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
10.1 Form of Amendment No.4 to the Senior Credit Agreement, dated as of
February 6, 2003, among Rite Aid Corporation, the Banks (as defined
therein), Citicorp USA, Inc., as a Swingline Bank, as Issuing Bank
and as an Administrative Agent for the Banks, Citicorp USA, Inc., as
Collateral Agent for the Banks, and JPMorgan Chase Bank, Credit
Suisse First Boston and Fleet Retail Finance, Inc., as Syndication
Agents.
99.1 Registrant's Press Release dated February 6, 2003