<PAGE>
================================================================================
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) DECEMBER 12, 1996
RITE AID CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-5742 23-1614034
(State of (Commission (IRS Employer
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
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
On December 12, 1996, the merger of Thrifty PayLess Holdings, Inc.
("Thrifty PayLess") with and into Rite Aid Corporation ("Rite Aid") was approved
by the stockholders of both Thrifty PayLess and Rite Aid and consummated. As a
result of the merger each then-outstanding share of the Class A Common Stock of
Thrifty PayLess and the Class B Common Stock of Thrifty PayLess was converted
into a right to receive .65 of a share of Rite Aid Common Stock. A copy of the
press release dated December 12, 1996, announcing the consummation of the
Merger, is attached hereto as Exhibit 99.1 and by this reference made a part
hereof.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
99.1 Press Release Dated December 12, 1996
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RITE AID CORPORATION
By: /s/ Elliot S. Gerson
----------------------------------
Elliot S. Gerson
Senior Vice President and
Assistant Chief Legal Counsel
Date: December 13, 1996
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT PAGE
------ ------- ----
<S> <C> <C>
99.1 -- Press Release dated December 12, 1996 5
</TABLE>
-4-
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
FOR FURTHER INFORMATION CONTACT:
CONTACTS: MEDIA: INVESTORS:
Amy Johnson Frank Bergonzi
(717) 730-7732 (717) 975-5750
or
Gene Donati or Anthony Ewing
Clark & Weinstock
(212) 953-2550
FOR IMMEDIATE RELEASE
RITE AID COMPLETES THRIFTY PAYLESS MERGER
Combined Company Operates 3,500 Drugstores in 26 States and District of Columbia
CAMP HILL, PA. (December 12, 1996)--Rite Aid Corporation (RAD-NYSE, PSE) today
announced that it completed its merger with Thrifty PayLess Holdings, Inc.
(NYSE-TPD), the largest drugstore chain in the western United States.
In separate meetings held today, shareholders of both companies voted to
approve the previously announced merger. It was approved by the holders of 81.3
percent of Rite Aid Corporation stock and by the holders of 77.1 percent of
Thrifty PayLess stock.
Under terms of the agreement, each share of Thrifty PayLess will be
converted into 0.65 of a share of Rite Aid common stock. As a result, Rite Aid
will issue approximately 38.7 million shares of common stock in the transaction.
Harris Trust Company of Chicago will serve as the exchange agent for the
conversion process. Thrifty PayLess shareholders may call (212) 701-7624 for
information.
Thrifty PayLess is the largest drugstore chain in the western United
States, operating over 1,000 drugstores in 10 states with annual revenues of
approximately $4.4 billion.
Before the merger, Rite Aid Corporation was the largest retail drugstore
operator in the United States by store count, operating 2,788 drugstores in 20
eastern states and the District of Columbia, with revenues of approximately $5.9
billion. The merger will create a chain of more than 3,500 drugstores with
annual revenues of over $10 billion.
The merger also will put Rite Aid drugstores in 25 of the top 50 U.S.
metropolitan areas; it will rank number one or number two in 21 of these
metropolitan areas.
Martin Grass, Chairman and CEO of Rite Aid said, "This merger is a natural
complement to our current operations in the eastern United States. Thrifty
PayLess currently ranks first or second in drugstore sales in 90 percent of the
metropolitan areas in which it operates."
"Combining the two companies assures future growth by giving Rite Aid a
strong foothold in key, high-growth geographic areas," Grass said.
General information about Rite Aid, including corporate background and
press releases is available, free of charge, through the company's News-On-
Demand fax service at (800) 916-7788. This information is also available
through Rite Aid's internet web site at http:\\www.RiteAid.com.
# # # #
-5-
