SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
RITE AID CORPORATION
(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of class of securities)
767754104
(CUSIP number)
Anthony N. Palizzi, Esq.
Executive Vice President
Kmart Corporation
3100 West Big Beaver Road
Troy, Michigan 48084
(810) 643-1000
(Name, address and telephone number of person
authorized to receive notices and communications)
with copies to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
JANUARY 16, 1996
(Date of event which requires
filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ( ).
SCHEDULE 13D
CUSIP NO. 133255-10-9
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kmart Corporation
38-0729500
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ( )
(b) (X)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
(7) SOLE VOTING POWER
None
(8) SHARED VOTING POWER
None
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14) TYPE OF REPORTING PERSON (see instructions)
CO
Item 1. Security and Issuer.
This amendment relates to the Statement on
Schedule 13D filed by Kmart Corporation, a Michigan
corporation ("Kmart"), with respect to its ownership of
6,904,764 shares of common stock of Rite Aid Corporation,
a Delaware corporation ("Rite Aid"), par value $1.00 per
share (the "Rite Aid Common Stock").
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
In a letter to Rite Aid dated December 16, 1996,
Kmart requested, in accordance with the Stockholder
Agreement previously entered into by Kmart and Rite Aid,
that Rite Aid register all 6,904,764 shares of Rite Aid
Common Stock owned by Kmart. Pursuant to such request,
Rite Aid filed with the SEC a prospectus on January 15,
1997 and a prospectus supplement on January 16, 1997,
registering such Rite Aid Common Stock.
On January 16, 1997, Kmart, Rite Aid and Morgan
Stanley & Co., Incorporated ("Morgan Stanley") entered
into an underwriting agreement, pursuant to which Kmart
agreed to sell all 6,904,764 shares of Rite Aid Common
Stock owned by it to Morgan Stanley at a price of $ 37.555
per share, resulting in aggregate net proceeds before
expenses to Kmart of $259,308,412. Such sale was
consummated on January 22, 1997.
As a result of such sale, Kmart no longer owns
any shares of Rite Aid Common Stock and therefore will
have no further Schedule 13D reporting obligations with
respect to the Rite Aid Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: January 23, 1997
KMART CORPORATION
By: /s/ Michael J. Viola
NAME: Michael J. Viola
TITLE: Vice President
and Treasurer
