PROSPECTUS SUPPLEMENT NO. 1 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. 1 supplements and amends the
Prospectus dated January 2, 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 21 of the Prospectus of:
"State of Oregon/SAIF Corporation......................3,000,000"
"Hughes Aircraft Company Master Retirement Trust.......2,240,000"
"State of Oregon Equity................................2,000,000"
"PRIM Board............................................1,800,000"
"State Employees' Retirement Fund of the
State of Delaware...................................1,745,000"
"Arkansas PERS....................................... 1,200,000"
"Physicians' Reciprocal Insurers Account #7.......... 1,100,000"
and the substitution therefor of:
"State of Oregon/SAIF Corporation.....................4,000,000"
"Hughes Aircraft Company Master Retirement Trust......2,220,000"
"State of Oregon Equity...............................2,500,000"
"PRIM Board...........................................2,600,000"
"State Employees' Retirement Fund of the
State of Delaware..................................1,345,000"
"Arkansas PERS........................................2,000,000"
"Physicians' Reciprocal Insurers Account #7...........1,300,000"
(continued on following page)
The Prospectus, together with this Prospectus Supplement No. 1,
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 Februry 9, 1998.
(continued from previous page)
The deletion on page 22 of the Prospectus of:
"Regence Washington Health...............................450,000"
"OCM Convertible Limited Partnership.....................280,000"
"Nalco Chemical Retirement...............................200,000"
and the substitution therefor of:
"OCM Convertible Limited Partnership....................200,000"
"Nalco Chemical Retirement..............................300,000"
The deletion on page 23 of the Prospectus of:
"Any Other Holder of Notes or Future
Transferred From any Such Holder. . . . . . . . . 257,897,000"
and the substitution therefor of the following:
Canadian Imperial Holdings, Inc.........................1,000,000
BT Alex. Brown..........................................7,700,000
BT Holdings (New York) Inc............................ 2,000,000
Nomura Securities (Bermuda) Ltd.........................1,000,000
Swiss Bank Corporation - London Branch..................3,000,000
Finance Factors Limited...................................300,000
Fidelity Devenshire Trust:
Fidelity Equity-Income Fund*....................24,600,000
Fidelity Puritan Trust:
Fidelity Balanced Fund*.........................15,000,000
Variable Insurance Products Fund:
Equity-Income Portfolio*........................11,620,000
Fidelity Financial Trust:
Fidelity Convertible Securities Fund*............9,000,000
Fidelity Management Trust Company on
Behalf of accounts managed by it**...............3,780,000
Any Other Holder of Notes
or Future Transferee from any Such Holder........178,447,000"
and the addition to page 23 of the following footnotes:
"* The entity is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment Company
Act of 1940, as amended, or a private investment account advised by
Fidelity Management & Research Company ("FMR Co."). FMR Co. is a
Massachusetts corporation and an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940, as amended, and
provides investment advisory services to each of such Fidelity entities
identified above, and to other registered investment companies and to
certain other funds which are generally offered to a limited group of
investors. FMR Co. is a wholly owned subsidiary of FMR Corp. ("FMR"), a
Massachusetts corporation.
** Shares indicated as owned by such entity are owned directly by various
private investment accounts, primarily employee benefit plans for which
Fidelity Management Trust Company ("FMTC") serves as trustee or managing
agent. FMTC is a wholly-owned subsidiary of FMR and a bank as defined in
Section 3(a)(6) of the Securities Exchanges Act of 1934, as amended."
