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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-21207
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 11, 1997)
RITE AID CORPORATION
This Prospectus Supplement supplements the Prospectus dated February 11, 1997
(the "Prospectus") of Rite Aid Corporation (the "Company") relating to shares
of Common Stock, par value $1.00 per share, of the Company which may be offered
by the Selling Stockholders from time to time. This Prospectus Supplement is
not complete and may only be delivered with the Prospectus. Terms used in this
Prospectus Supplement that are defined in the Prospectus are used herein as so
defined.
This Prospectus Supplement restates in its entirety the information set forth
under the caption "Selling Stockholders" in the Prospectus.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 23, 1997
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SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus Supplement with respect to shares of Common Stock owned by the
Selling Stockholders which are covered by the Prospectus. Except as set forth
below, the number of Shares offered pursuant to this Prospectus Supplement and
the accompanying Prospectus for the account of each of the Selling
Stockholders equals the total number of shares of Common Stock owned by each
of the Selling Stockholders as of the date of this Prospectus Supplement.
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<CAPTION>
COMMON STOCK
OWNERSHIP PRIOR TO
THE OFFERING(2)
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NAME OF SELLING STOCKHOLDERS(1) NUMBER PERCENTAGE
------------------------------- --------- ----------
<S> <C> <C>
BT Investment Partners, Inc. .............................. 176,735 *
Greyson Bryan.............................................. 7,393 *
Chemical Investments, Inc.................................. 176,735 *
John G. Danhaki(3)......................................... 49,231 *
GANMAX, Inc................................................ 32,559 *
Jackson W. Goodall Jr. & Mary E. Goodall, Trustees of
the Goodall Family Trust DTD 2/9/83(4).................... 40,848 *
Leonard I. Green(5)........................................ 16,261 *
Jonathan D. Sokoloff....................................... 325,218 *
South Ferry No. 2, L.P..................................... 106,041 *
Tardy-Green, Inc.(5)....................................... 709,148 *
The Prudential Foundation.................................. 600,000 *
Christopher V. Walker...................................... 238,824 *
Willow III, Inc. .......................................... 22,559 *
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Total.................................................... 2,501,552
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</TABLE>
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* Less than 1%
(1) Includes any distributees, pledgees, donees, transferees or other
successors in interest of any Selling Stockholders. Information concerning
the identity of any such persons and their sales of shares of Common Stock
will be set forth in an amendment or supplement to the Prospectus. See
"Plan of Distribution" in the Prospectus.
(2) Based on 122,960,308 shares of Common Stock outstanding on July 18, 1997,
which includes shares of Common Stock issuable as a result of the Thrifty
PayLess Merger upon surrender of the certificates formerly representing
shares of Thrifty PayLess common stock.
(3) In addition to the Shares shown above, Mr. Danhaki owns 50,158 shares of
Common Stock not covered by the Prospectus.
(4) In addition to the Shares shown above, the Goodall Family Trust owns
56,822 shares of Common Stock not covered by the Prospectus.
(5) Leonard I. Green, who became a member of the Board of Directors of the
Company on January 8, 1997, owns all of the stock of Tardy-Green, Inc.
Tardy-Green, Inc. sold an aggregate of 220,000 Shares on the NYSE pursuant
to Rules 144 and 145 promulgated under the Securities Act of 1933 over the
two-day period April 8 and 9, 1997.
