PROSPECTUS SUPPLEMENT NO. 11 FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DATED JANUARY 2, 1998) REGISTRATION NO. 333-39699
$650,000,000
RITE AID CORPORATION
5.25% Convertible Subordinated Notes
due September 15, 2002
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This Prospectus Supplement No. 11 supplements and amends the
Prospectus dated January 2, 1998, as amended by Prospectus Supplement No. 1
dated February 9, 1998, Prospectus Supplement No. 2 dated March 16, 1998,
Prospectus Supplement No. 3 dated April 16, 1998, Prospectus Supplement No.
4 dated May 27, 1998 Prospectus Supplement No. 5 dated May 29, 1998,
Prospectus Supplement No. 6 dated June 30, 1998, Prospectus Supplement No.
7 dated July 30, 1998, Prospectus Supplement No. 8 dated August 31, 1998,
Prospectus Supplement No. 9 dated October 7, 1998 and Prospectus Supplement
No. 10 dated October 23, 1998 (the "Prospectus") relating to the 5.25%
Convertible Subordinated Notes due September 15, 2002 (the "Notes") of Rite
Aid Corporation, a Delaware corporation (the "Company") and the shares of
common stock, par value $1.00 per share (the "Company Common Stock"), of
the Company, issuable upon conversion of the Notes.
The table on pages 20 through 23 of the Prospectus, which set forth
information with respect to the Selling Holders (as defined in the
Prospectus) and the respective amounts of Notes beneficially owned by each
Selling Holder that may be offered pursuant to the Prospectus is hereby
amended as follows:
The deletion on page 20 of the Prospectus of:
"Goldman Sachs & Co. ..................................81,797,000"
and the substitution thereof of the following:
"Goldman Sachs & Co. ..................................51,000,000"
The deletion on page 23 of the Prospectus of:
"McMahan Securities Company L.P...........................411,000"
"Smith Barney Inc.........................................500,000"
"Any Other Holder of Notes or Future Transferee
from any Such Holder................................4,351,000"
and the substitution therefor of the following:
"Smith Barney Inc. .....................................2,240,000"
"Public Employees' Retirement Association of
Colorado ...........................................2,000,000"
"IDS Life Special Income Fund ..........................1,400,000"
"Kredietbank SA Luxembourgeoise on behalf of
International Convertible Growth Fund ..............1,100,000"
"McMahan Securities Company L.P........................ 906,000"
"Lincoln Mutual Life Insurance Company.....................20,000"
"Any Other Holder of Notes or Future Transferee
from any Such Holder...............................28,393,000"
The Prospectus, together with this Prospectus Supplement No. 11,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act of 1933, as amended, with respect to offers and sales of the
Notes and the Company Common Stock issuable upon conversion of the Notes.
All references in the Prospectus to "this Prospectus" are hereby amended to
read "this Prospectus (as supplemented and amended)"
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is December 2, 1998.
