RITE AID CORP
SC 13G, 1999-01-22
DRUG STORES AND PROPRIETARY STORES
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January 29, 1999



I. Lawrence Gelman
Rite Aid Corp.
30 Hunter Ln.
Camp Hill, PA  17011


RE:    Amended Schedule 13G


Enclosed pursuant to Rule 13d-2(b) under the Securities Exchange Act of 1934
is a report on Schedule 13G reporting beneficial ownership at December 31,
1998 by American Express Company and American Express Financial Corporation
in common stock of Rite Aid Corp. 


Sincerely,



Steve Turbenson
Director - External Reports and Tax



Enclosure
<PAGE>


                     SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549

                                 SCHEDULE 13G


                 Under the Securities and Exchange Act of 1934



                              Rite Aid Corp. Inc.
- -------------------------------------------------------------------------------
                               (Name of Issuer)

                                 Amendment #2

                                 Common Stock
- -------------------------------------------------------------------------------
                        (Title of Class of Securities)



                                  767754-10-4
- -------------------------------------------------------------------------------
                                (CUSIP Number)



 


The information required in the remainder of this cover page (except any
items to which the form provides a cross-reference) shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.

<PAGE>



                             CUSIP NO. 767754-10-4


1)  Name of Reporting Person          American Express Company

    S.S. or I.R.S. Identification     IRS No. 13-4922250
    No. of Above Person

- -------------------------------------------------------------------------------

2)  Check the Appropriate Box             (a)            
    if a Member of a Group                (b) X - Joint Filing

- -------------------------------------------------------------------------------

3)  SEC Use Only

- -------------------------------------------------------------------------------

4)  Citizenship or Place of Organization       New York

       NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    (5)              Sole Voting Power         -0-       
    (6)              Shared Voting Power       8,448,760      
    (7)              Sole Dispositive Power    -0-       
    (8)              Shared Dispositive Power  16,365,320

- -------------------------------------------------------------------------------

9)  Aggregate Amount Beneficially
    Owned by Each Reporting Person             16,365,320

- -------------------------------------------------------------------------------

10) Check if the Aggregate Amount in
    Row (9) Excludes Certain Shares       Not Applicable

- -------------------------------------------------------------------------------

11) Percent of Class Represented by
    Amount In Row (9)                     6.3%

- -------------------------------------------------------------------------------

12) Type of Reporting Person              CO, HC

- -------------------------------------------------------------------------------

<PAGE>


                            CUSIP NO. 767754-10-4


1)  Name of Reporting Person          American Express Financial Corporation

    S.S. or I.R.S. Identification     IRS No. 13-3180631
    No. of Above Person

- -------------------------------------------------------------------------------

2)  Check the Appropriate Box             (a)            
    if a Member of a Group                (b) X - Joint Filing

- -------------------------------------------------------------------------------

3)  SEC Use Only

- -------------------------------------------------------------------------------

4)  Citizenship or Place of Organization            Delaware

       NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    (5)                 Sole Voting Power                -0-       
    (6)                 Shared Voting Power              8,448,760       
    (7)                 Sole Dispositive Power           -0-       
    (8)                 Shared Dispositive Power         16,365,320
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

9)  Aggregate Amount Beneficially
    Owned by Each Reporting Person                       16,365,320

- -------------------------------------------------------------------------------

10) Check if the Aggregate Amount in
    Row (9) Excludes Certain Shares       Not Applicable

- -------------------------------------------------------------------------------

11) Percent of Class Represented by
    Amount In Row (9)                     6.3%

- -------------------------------------------------------------------------------

12) Type of Reporting Person              CO, IA

- -------------------------------------------------------------------------------
<PAGE>


 1(a) Name of Issuer:               Rite Aid Corp.

1(b) Address of Issuer's Principal  30 Hunter Ln.
     Executive Offices:             Camp Hill, PA  17011
 

2(a) Name of Person Filing:         American Express Company
                                    American Express Financial Corporation
 
2(b) Address of Principal Business Office:
                                    American Express Company
                                    American Express Tower
                                    200 Vesey Street
                                    New York, NY  10285

                                    American Express Financial Corporation
                                    IDS Tower 10
                                    Minneapolis, MN  55440

 
2(c) Citizenship:                   See Item 4 of Cover Page

2(d) Title of Class of Securities:  Common Stock

2(e) Cusip Number:                  767754-10-4

3      Information if statement is filed pursuant to Rules 13d-1(b) or
         13d-2(b): American Express Company, one of the persons filing
         this statement, is a Parent Holding Company in accordance
         with Rule 13d-1(b)(ii)(G).

         American Express Financial Corporation, one of the persons filing
         this statement, is an Investment Advisor registered under section 203
         of the Investment Advisors Act of 1940.

4(a) Amount Beneficially Owned as of December 31, 1998:See Item 9
     of Cover Pages

4(b) Percent of Class: See Item 11 of Cover Pages

4(c) Number of Shares as to which such person has:
     (i)   Sole power to vote or to direct the vote: See Item 5 of Cover Pages
     (ii)  Shared power to vote or direct the vote: See Item 6 of Cover Pages
     (iii) Sole power to dispose or to direct the disposition of: 
           See Item 7 of Cover Pages
     (iv)  Shared power to dispose or to direct the disposition of:
           See Item 8 of Cover Pages
<PAGE>

5      Ownership of 5% or Less of a Class:
       If this statement is being filed to report the fact as of the
       date hereof the reporting person has ceased to be the beneficial
       owner of more than five percent of the class of securities, check
       the following  (  ).

6      Ownership of more than 5% on Behalf of Another Person:

                              Not Applicable

7      Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:

                              See Exhibit I

8      Identification and Classification of Members of the Group:

                              Not Applicable

9      Notice of Dissolution of Group:

                              Not Applicable

10     Certification:

          By signing below I certify that, to the best of my knowledge
      and belief, the securities referred to above were acquired in the
      ordinary course of business and were not acquired for the purpose
      of and do not have the effect of changing or influencing the
      control of the issuer of such securities and were not acquired in
      connection with or as a participant in any transaction having such
      purposes or effect.

          After reasonable inquiry and to the best of my knowledge and
      belief, I certify that the information set forth in this statement
      is true, complete and correct.

                                    American Express Financial Corporation


Dated: December 31, 1998              By                           
                                      Signature

                                      Steve Turbenson
                                      Director - External Reports 
                                      and Tax
                                      Name/Title

                                      Telephone: (612)  671-2059

<PAGE>

                                 Exhibit Index


Exhibit I     Identification and Classification of the Subsidiary
              which Acquired the Security Being Reported on by
              the Parent Holding Company.

Exhibit II    Statement of American Express Company

Exhibit III   Statement of American Express Financial Corporation
<PAGE>


                                  Exhibit I

                                      to

                                 Schedule 13G

    One of the persons filing this statement is a parent holding company.  The
relevant subsidiary, American Express Financial Corporation, a Delaware
Corporation, is registered as investment advisor under section 203 of the
Investment Advisors Act of 1940.
<PAGE>

                                  EXHIBIT II

                                      to

                                SCHEDULE 13G

                                  under the

                       Securities Exchange Act of 1934

American Express Company, American Express Tower, World Financial Center,
New York, New York disclaims beneficial ownership of the securities
referred to in the Schedule 13G to which this exhibit is attached, and the
filing of this Schedule 13G shall not be construed as an admission that
American Express Company is, for the purpose of Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this Schedule 13G.

Pursuant to Rule 13d-1(f) (1) and subject to the preceding disclaimer,
American Express Company affirms it is individually eligible to use
Schedule 13G and agrees that this Schedule is filed on its behalf, and
authorizes the President, any Vice President, the comptroller, the
Secretary, the General Counsel, any Associate General Counsel or any
Counsel, each with power to act singly, of each subsidiary of American
Express Company making this filing to sign this statement on behalf of
American Express Company.


                              AMERICAN EXPRESS COMPANY



                              By:____________________________
                              Name:       Stephen P. Norman
                              Title:      Secretary


<PAGE>

                                 Exhibit III

                                      to

                                 Schedule 13G

                                   Under the

                        Securities Exchange Act of 1934


    Pursuant to Rule 13d-1(f)(1), American Express Financial Corporation
affirms that it is individually eligible to use Schedule 13G and agrees that
this Schedule is filed in its behalf.


                              American Express Financial Corporation


                                  By:                         
                                     Steve Turbenson
                                     Director - External Reports
                                     and Tax



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