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) April 15, 2003
(April 14, 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 April 14, 2003, Rite Aid Corporation issued a press release announcing that
it is planning to offer $350 million of seven-year senior secured notes due
2010. Rite Aid intends to use the net proceeds from the offering to repay a
portion of the term loan under its senior credit agreement and for general
corporate purposes, which may include capital expenditures and repayments or
repurchases of its outstanding indebtedness.
The offering is part of a planned refinancing that includes the previously
announced replacement of the company's senior credit facility with a new $2.0
billion senior credit facility that will consist of a $1.15 billion term loan
and a $850 million revolving credit facility and will mature in April 2008.
The offering is not contingent upon the consummation of the new credit
facility which is subject to successful syndication and satisfaction of
customary closing conditions.
The offering is subject to market and other customary conditions and is
contingent upon the company obtaining consents to certain amendments to its
senior credit and synthetic lease facilities.
The notes due 2010 will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933,
as amended, and outside the United States pursuant to Regulation S under the
Securities Act. The notes 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 from the registration requirements.
On April 15, 2003, Rite Aid Corporation issued a press release announcing the
terms of the previously announced offering. The offering will consist of $360
million ($10 million more than previously announced) of Rite Aid's 8.125%
senior secured notes due 2010. The notes are priced at 98.688% of the
principal amount to achieve a yield to maturity of 8.375%. The transaction is
expected to close on April 22, 2003. The release reiterated the previously
announced intended use of proceeds from the offering and reiterated that the
notes due 2010 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 from the registration requirements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Registrant's Press Release, dated April 14, 2003.
99.2 Registrant's Press Release, dated April 15, 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: April 15, 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
99.1 Registrant's Press Release dated April 14, 2003
99.2 Registrant's Press Release dated April 15, 2003.