SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
RITE AID CORPORATION
(NAME OF ISSUER)
RITE AID CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
767754104
(CUSIP NUMBER OF CLASS OF SECURITIES)
Franklin C. Brown
Executive Vice President
General Counsel
Rite Aid Corporation
30 Hunter Lane
Camp Hill, PA 17011
(717) 761-2633
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
_______________
COPY TO:
Nancy A. Lieberman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
________________
JANUARY 10, 1994
(Date Tender Offer First Published, Sent or Given to Security Holders)
_______________
CALCULATION OF FILING FEE
______________________________________________________________________
TRANSACTION VALUATION*: $407,000,000 AMOUNT OF FILING FEE:$81,400
______________________________________________________________________
Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: N/A FILING PARTY: N/A
FORM OR REGISTRATION NO.: N/A DATE FILED: N/A
*Based upon purchase of 22,000,000 Shares at the maximum tender offer
price, $18.50 per Share
This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4, dated January 10,
1994 (the "Schedule 13E-4"), of Rite Aid Corporation, a
Delaware corporation (the "Company"), relating to the
tender offer by the Company to purchase 22,000,000 shares
(or such lesser number of shares as are validly tendered)
of its common stock, par value $1.00 per share (the
"Shares")(including the associated preferred share purchase
rights), at prices, net to the seller in cash, not greater
than $18.50 nor less than $16.00 per Share, specified by
shareholders, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated January 10, 1994
(the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer").
Capitalized terms used but not defined herein have the
meanings ascribed to them in the Offer to Purchase.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add
the following exhibit:
(a)(10) Press Release issued by the Company on
February 4, 1994.
SIGNATURE
After due 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.
RITE AID CORPORATION
Dated: February 7, 1994 /s/Martin L. Grass
Name: Martin L. Grass
Title: President and Chief
Operating Officer
Page in
Exhibit Sequentially
No. Description Numbered Copy
(a)(10) Press Release issued by the Company on
February 4, 1994 . . . . . . . . . . .
EXHIBIT (a)(10)
[RITE AID LETTERHEAD]
Press Release
For Further Information Contact:
Frank Bergonzi
Senior Vice President, Finance
(717)975-5750
FOR IMMEDIATE RELEASE
RITE AID CONFIRMS IT WILL NOT MODIFY TERMS OF TENDER
OFFER
CAMP HILL, PA (February 4, 1994) -- Rite Aid Corporation
(RAD-NYSE,PSE) today announced that it will not increase
the range of prices to be paid, extend the midnight (EST)
February 7, 1994, expiration date, or amend the number of
shares sought in its "Dutch Auction" cash self-tender
offer to purchase up to 22,000,000 shares of its common
stock at prices specified by stockholders ranging from
$16 to $18.50 per share.
The self-tender offer, proration period and withdrawal
rights expire at midnight, EST, on Monday, February 7,
1994.
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