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 3, 2003 (February 3, 2003) 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) Item 5. Other Events. On February 3, 2003, Rite Aid Corporation issued a press release announcing that it plans to offer $200 million of senior secured notes due 2011. The company intends to use the net proceeds from the offering for general corporate purposes, which may include capital expenditures and repayments or repurchases of outstanding indebtedness. The company intends to redeem its senior secured (shareholder) notes due 2006 in connection with the offering. The offering is subject to market and other customary conditions and contingent upon the company obtaining consent to certain amendments to its senior credit and synthetic lease facilities. The notes 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. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Registrant's Press Release, dated February 3, 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 3, 2003 By: /s/ Robert B. Sari -------------------------- Name: Robert B. Sari Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description 99.1 Registrant's Press Release dated February 3, 2003