PROSPECTUS SUPPLEMENT NO. 2 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
This Prospectus Supplement No. 2 supplements and amends the Prospectus
dated January 2, 1998, as amended by Prospectus Supplement No.1 dated
February 9,1998 (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. . . . . . . . . . . . . . . . 39,530,000"
"Salomon Brothers Aset Management Inc. . . . . . . 18,600,000"
and the substitution therefor of:
"Goldman Sachs & Co. . . . . . . . . . . . . . . . 56,362,000"
"Salomon Brothers Aset Management Inc . . . . . . . 19,200,000"
The deletion on page 23 of the Prospectus of:
"Any Other Holder of Notes or Future Transferred
From any Such Holder . . . . . . . . . . . . . . . . . 178,447,000"
and the substitution therefor of the following:
"Occidental Petroleum. . . . . . . . . . . . . . . . . 50,000"
"Merrill Lynch Insurance Group . . . . . . . . . . . . 300,000"
"Tufts associated Health Plan
c/o Income Research and Management. . . . . . 705,000"
"University of Massachusetts Medical Center
c/o Income Research and Management. . . . . . . . 645,000"
"Any Other Holder of Notes
or Future Transferee from any Such Holder . . 159,315,000"
The Prospectus, together with this Prospectus Supplement No. 2,
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 March 16, 1998.
