SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant ( )
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of
( ) Definitive Proxy Statement the Commission
(X) Definitive Additional Only (as permitted by Rule
materials 14A-6(e)(2))
( ) Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
Filing By:
RITE AID CORPORATION*
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
(X) Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
Aggregate Number Proposed Maximum
Title of Each Class of of Securities to Price Aggregate
Securities To Which Which Transaction Per Value of Amount of
Transaction Applies Applies(1) Share(2) Transaction(3) Filing Fee
Revco D.S., Inc. Common 35,004,534 $27 $975,751,385.2 $195,150.27
Stock $.01 par value
(1) Based on 66,587,990 shares of Revco Common Stock issued and
outstanding plus 3,561,377 shares of Revco Common Stock
reserved for issuance pursuant to the Revco 1992 Long-Term
Incentive Compensation Plan, as amended, and the Revco 1992
Non-Employee Directors' Stock Option Plan, as amended, as of
November 29, 1995, less the 35,144,833 shares of Revco
Common Stock that Rite Aid expects to purchase pursuant to
its December 4, 1995 offer to purchase 35,144,833 shares of
Revco Common Stock at a price of $27.50 per share.
* Rite Aid Corporation will be the Registrant with respect to
Form S-4 Registration Statement to be filed under the
Securities Act of 1933 to register the shares of Rite Aid
Common Stock to be issued pursuant to the Agreement and Plan
of Merger to which the Proxy Statement relates.
(2) Price per share for Revco D.S., Inc. Common Stock is the
average of the reported high and low sales prices per share
of Revco Common Stock on the New York Stock Exchange
Composite Tape on Friday, December 22, 1995.
(3) Estimated solely for the purpose of calculating the filing
fee.
(X) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $195,150.27
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Joint Filing by Rite Aid and Revco
(4) Date Filed: December 27, 1995
[Rite Aid Logo]
RITE AID CORPORATION
IMPORTANT REMINDER
March 15, 1996
Dear Rite Aid Shareholder:
Your proxy has not yet been received for Rite Aid's upcoming
Special Meeting on Thursday, March 28. NO MATTER HOW MANY OR HOW
FEW SHARES YOU OWN, YOUR VOTE IS IMPORTANT.
AT the Special Meeting, you will be specifically asked to
consider and vote upon a proposal to approve the issuance of up to
42,865,712 shares pursuant to the Agreement and Plan of Merger
dated November 29, 1995, between Ocean Acquisition Corp., a wholly
owned subsidiary of Rite Aid, and Revco D.S. Inc. and other related
proposals.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE
MERGER IS ADVISABLE, FAIR TO AND IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF RITE AID AND HAS APPROVED THE MERGER AGREEMENT AND
ACCORDINGLY RECOMMEND THAT RITE AID STOCKHOLDERS VOTE IN FAVOR OF
THE STOCK ISSUANCE.
Additional information is contained in the Proxy Statement
previously sent to you. If you have any questions or need an
additional copy of the Proxy Statement, please call MacKenzie
Partners, Inc., who is assisting us with the solicitation at (800)
322-2885 (toll-free) or (212) 929-5500 collect.
TIME IS SHORT. EVEN IF YOU ARE ABLE TO ATTEND THE SPECIAL
MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
DUPLICATE PROXY IN THE POSTAGE PAID ENVELOPE AS SOON AS POSSIBLE.
We appreciate your prompt attention to voting your shares and
thank you for your continued interest in your Company.
Sincerely,
Martin L. Grass
Chairman and Chief Executive Officer
