Rite Aid Corp – ‘SC 13E4’ on 2/7/94 re: Rite Aid Corp

As of:  Monday, 2/7/94   ·   Accession #:  950172-94-21   ·   File #:  5-10478

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Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4     Tender-Offer Statement -- Issuer Tender Offer          3±    11K 
 2: EX-11       Exhibit to Schedule                                    1      5K 

SC 13E4   —   Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                
WASHINGTON, D.C. 20549                  
_______________                     

SCHEDULE 13E-4                      

ISSUER TENDER OFFER STATEMENT                   
(PURSUANT TO SECTION 13(E)(1)                   
OF THE SECURITIES EXCHANGE ACT OF 1934)                 

(AMENDMENT NO. 1)                         

RITE AID CORPORATION                          
(NAME OF ISSUER)                          

RITE AID CORPORATION                          
(NAME OF PERSON(S) FILING STATEMENT)                          

COMMON STOCK, PAR VALUE $1.00 PER SHARE                         
(TITLE OF CLASS OF SECURITIES)                          

767754104                           
(CUSIP NUMBER OF CLASS OF SECURITIES)                         

Franklin C. Brown                         
Executive Vice President                          
General Counsel                           
Rite Aid Corporation                          
30 Hunter Lane                          
Camp Hill, PA 17011                           
(717) 761-2633                            
(Name, Address and Telephone Number of Person                         
Authorized to Receive Notices and Communications                          
on Behalf of the Person(s) Filing Statement)                          
_______________                           

COPY TO:                            

Nancy A. Lieberman, Esq.                            
Skadden, Arps, Slate, Meagher & Flom                          
919 Third Avenue                              
New York, New York 10022                              
(212) 735-3000                                
________________                              

JANUARY 10, 1994                              
(Date Tender Offer First Published, Sent or Given to Security Holders)          
_______________                               

CALCULATION OF FILING FEE                             
______________________________________________________________________        

TRANSACTION VALUATION*: $407,000,000      AMOUNT OF FILING FEE:$81,400        
______________________________________________________________________        

Check box if any part of the fee is offset as provided by Rule 0-         
11(a)(2) and identify the filing with which the offsetting fee was        
previously paid.  Identify the previous filing by registration            
statement number, or the Form or Schedule and the date of its filing.     

AMOUNT PREVIOUSLY PAID: N/A                      FILING PARTY: N/A          
FORM OR REGISTRATION NO.: N/A                    DATE FILED: N/A            

*Based upon purchase of 22,000,000 Shares at the maximum tender offer         
price, $18.50 per Share                                                     

    This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4, dated January 10, 
1994 (the "Schedule 13E-4"), of Rite Aid Corporation, a     
Delaware corporation (the "Company"), relating to the       
tender offer by the Company to purchase 22,000,000 shares   
(or such lesser number of shares as are validly tendered)   
of its common stock, par value $1.00 per share (the         
"Shares")(including the associated preferred share purchase 
rights), at prices, net to the seller in cash, not greater  
than $18.50 nor less than $16.00 per Share, specified by    
shareholders, upon the terms and subject to the conditions  
set forth in the Offer to Purchase, dated January 10, 1994  
(the "Offer to Purchase") and in the related Letter of      
Transmittal (which together constitute the "Offer").        
Capitalized terms used but not defined herein have the      
meanings ascribed to them in the Offer to Purchase.         

ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS.                 

        Item 9 is hereby amended and supplemented to add
the following exhibit:                                      

        (a)(10)   Press Release issued by the Company on
February 4, 1994.   

SIGNATURE 

         After due 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.               

                    RITE AID CORPORATION

Dated: February 7, 1994       /s/Martin L. Grass            
                     Name: Martin L. Grass
                          Title: President and Chief
                                     Operating Officer

                                                         Page in
     Exhibit                                              Sequentially
        No.                   Description                  Numbered Copy

(a)(10)    Press Release issued by the Company on         
   February 4, 1994  . . . . . . . . . . .

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E4’ Filing		Date		Other Filings
Filed on:		2/7/94
		2/4/94
		1/10/94		SC 13E4
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