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 24, 2005(August 22, 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
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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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) On August 23, 2005, John T. Standley, Senior Executive Vice President,
Chief Administrative Officer and Chief Financial Officer of Rite Aid notified
the Company that he has resigned from such positions and all other officer and
director positions held by him with the Company and its direct and indirect
subsidiaries, effective August 28, 2005. Mr. Standley indicated to the Company
that he was resigning to take a position at another company.
(c) The Company has appointed Kevin Twomey, its Senior Vice President and Chief
Accounting Officer, as its Acting Chief Financial Officer, effective
immediately. Mr. Twomey, 55, has been Senior Vice President and Chief
Accounting Officer of the Company since December 2000. From September 1989 to
November 2000, Mr. Twomey held several accounting and finance management
positions at Fleming Companies, Inc., a food marketing and distribution
company. He was Senior Vice President - Finance and Control at Fleming, a
position he held from October 1999 to November 2000, when he left Fleming.
Prior to joining Fleming, he was an audit partner at Deloitte & Touche.
On August 24, 2005, the Company issued a press release announcing the
above changes. The press release is furnished herewith as Exhibit 99.1 and
incorporated by reference herein.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
Rite Aid Corporation ("Rite Aid" or the "Company") filed a certificate
of designations (the "Certificate of Designations") with the Secretary of State
of the State of Delaware on August 22, 2005. A copy of the Certificate of
Designations is attached hereto as Exhibit 3.1 and is incorporated herein by
reference. The Certificate of Designations was effective as of the date filed
and creates and authorizes a new series of 5,200,000 previously unissued shares
of Series I Mandatory Convertible Preferred Stock (the "Series I Preferred
Stock"), par value $1.00 per share, with a liquidation preference of $25.00 per
share, plus an amount equal to the sum of all accumulated and unpaid dividends
subject to certain adjustments. Dividends on the Series I Preferred Stock are
payable quarterly at the annual rate of $1.3752 per share and may be paid
either in cash, by delivering shares of Rite Aid's common stock, par value
$1.00 per share, to Rite Aid's transfer agent on behalf of the holders of
Series I Preferred Stock or on behalf of Rite Aid for sale, or in any
combination thereof in Rite Aid's sole discretion. Dividends are cumulative
from the date of issuance and will be payable to the extent that assets are
legally available to pay dividends as declared by Rite Aid's board of directors
or an authorized committee thereof.
The Series I Preferred Stock ranks senior in right of payment to all
of Rite Aid's common stock now outstanding or to be issued in the future and on
parity with Rite Aid's Series E Mandatory Convertible Preferred Stock, Series F
Cumulative Convertible Pay-In-Kind Preferred Stock, Series G Cumulative
Convertible Pay-In-Kind Preferred Stock and Series H Cumulative Convertible
Pay-In-Kind Preferred Stock now outstanding or to be issued in the future, as
to the payment of dividends and distribution of assets upon dissolution,
liquidation or winding up. The Certificate of Designations restricts Rite Aid's
ability to issue capital stock that ranks senior to the Series I Preferred
Stock with an aggregate liquidation preference in excess of $50.0 million.
On November 17, 2008, (the "Automatic Conversion Date") each share of
Series I Preferred Stock will automatically convert into shares of Rite Aid's
common stock, based on the conversion rate then in effect as set forth in and
determined in accordance with the factors identified in the Certificate of
Designations, and holders of Series I Preferred Stock will have the right to
receive a dividend in an amount equal to the accumulated and unpaid dividends
on the Series I Preferred Stock as of the Automatic Conversion Date, whether or
not declared, out of legally available assets. The conversion rate for each
share of Series I Preferred Stock will not be fewer than 4.7134 shares of Rite
Aid's common stock and no more than 5.6561 shares of Rite Aid's common stock,
and will depend on the market value of Rite Aid's common stock, subject to
certain anti-dilution adjustments.
The Certificate of Designations also provides for a provisional
conversion of the Series I Preferred Stock at the option of Rite Aid prior to
November 17, 2008, in the case that the market value of Rite Aid's common stock
is trading above a certain threshold for a certain period of time. If the
closing price per share of Rite Aid's common stock exceeds $9.55 for at least
20 trading days within a period of 40 consecutive trading days, Rite Aid has
the right to cause the conversion of all, but not less than all, of the shares
of Series I Preferred Stock then outstanding for shares of Rite Aid's common
stock, at a conversion at the rate of 4.7134 shares of Rite Aid's common stock
for each share of Series I Preferred Stock, subject to certain adjustments,
plus accumulated and unpaid dividends and a make-whole amount.
If Rite Aid is the subject of specified cash acquisitions on or prior
to November 17, 2008, under certain circumstances, Rite Aid will (1) permit
conversion of the Series I Preferred Stock during the period beginning on the
date that is 15 days prior to the anticipated effective date of the applicable
cash acquisition and ending on the date that is 15 days after the actual
effective date at a specified conversion rate determined by reference to the
price per share of Rite Aid common stock paid in such cash acquisition and (2)
pay converting holders an amount equal to the sum of any accumulated and unpaid
dividends on shares of Series I Preferred Stock that are converted plus the
present value of all remaining dividend payments on such shares through and
including November 17, 2008. The applicable conversion rate will be determined
based on the date such transaction becomes effective and the price paid per
share of Rite Aid common stock in such transaction. However, if such
transaction constitutes a public acquirer change of control, in lieu of
providing for immediate conversion and paying the dividend amount, Rite Aid may
elect to adjust its conversion obligation such that upon conversion of the
Series I Preferred Stock, Rite Aid will deliver acquirer common stock.
In addition, holders of shares of Series I Preferred Stock have the
right to convert Series I Preferred Stock, in whole or in part, at any time
prior to November 17, 2008, into shares of Rite Aid's common stock at the rate
of 4.7134 shares of Rite Aid's common stock for each share of Series I
Preferred Stock, subject to certain adjustments. The holders of shares of
Series I Preferred Stock are not entitled to any voting rights, except as
required by applicable state law. However, Rite Aid will not, without the
approval of the holders of at least a majority of the shares of Series I
Preferred Stock then outstanding, (1) amend its restated certificate of
incorporation, as amended, if the amendment would alter or change the powers,
preferences, privileges or rights of the holders of shares of Series I
Preferred Stock so as to materially and adversely affect them or (2) make
certain other adjustments with respect to Rite Aid's stock which ranks senior
to the Series I Preferred Stock.
If Rite Aid does not pay a dividend on a dividend payment date, then,
subject to certain exceptions, (1) until all accumulated and unpaid dividends
on Series I Preferred Stock for all prior dividend periods are declared and
paid, Rite Aid may not take certain actions with respect to any of its capital
stock that ranks junior to the Series I Preferred Stock and (2) Rite Aid may
not redeem, purchase or otherwise acquire any of its capital stock that ranks
equally with the Series I Preferred Stock. If and whenever six full quarterly
dividends, whether or not consecutive, payable on the Series I Preferred Stock
are not paid, the number of directors constituting Rite Aid's board of
directors will be increased by two and the holders of the Series I Preferred
Stock then outstanding will have a right to elect those additional directors to
the board of directors until all accumulated and unpaid dividends on the Series
I Preferred Stock have been paid in full, after which time the term of office
of each director so elected will terminate and the number of directors will be
reduced by two.
ITEM 8.01 OTHER EVENTS
On August 23, 2005, the Company redeemed all of its issued and
outstanding shares (1,176,497.0306 shares) of 8% Series F Cumulative
Convertible Pay-in-Kind Preferred Stock (the "Series F Preferred Stock"), from
Green Equity Investors III, L.P., the sole holder of the Series F Preferred
Stock. The aggregate redemption price was $124,917,840.27, which represents a
purchase price per share of 105% of the liquidation amount, plus accrued and
unpaid dividends to the date of redemption. The redemption was made in
accordance with the Certificate of Designations governing the Series F
Preferred Stock.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1 Certificate of Designations of 5.50% Series I Mandatory Convertible
Preferred Stock, dated as of August 22, 2005.
99.1 Press Release dated August 24, 2005.
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 24, 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
3.1 Certificate of Designations of 5.50% Series I Mandatory
Convertible Preferred Stock, dated as of August 22, 2005.
99.1 Press Release dated August 24, 2005.