Rite Aid Corp – ‘SC 13E4/A’ on 7/30/96 re: Rite Aid Corp

As of:  Tuesday, 7/30/96   ·   Accession #:  950172-96-452   ·   File #:  5-10478

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4/A   Amendment to Tender-Offer Statement -- Issuer          3±    10K 
                          Tender Offer                                           


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

FINAL AMENDMENT TO  
SCHEDULE 13E-4  
ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934) 
_____________   

RITE AID CORPORATION  
(NAME OF ISSUER)  

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

ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE 2006         
(TITLE OF CLASS OF SECURITIES)  

767754 AE 4     
(CUSIP NUMBER OF CLASS OF SECURITIES)     

FRANKLIN C. BROWN 
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL  
RITE AID CORPORATION  
30 HUNTER LANE  
CAMP HILL, PA  17011  
TELEPHONE:  (717) 761-2633  
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO 
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)    

COPY TO:

NANCY A. LIEBERMAN, ESQ.  
SKADDEN, ARPS, SLATE, MEAGHER & FLOM  
919 THIRD AVENUE  
NEW YORK, NEW YORK  10022 
TELEPHONE:  (212) 735-3000  
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO 
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE         
PERSON(S) FILING STATEMENT)                                 

JUNE 25, 1996     
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO        
SECURITY HOLDERS)     

JULY 30, 1996     
(DATE OF AMENDMENT)     

Calculation of Filing Fee     

TRANSACTION VALUATION*            AMOUNT OF FILING FEE  
$ 205,866,771                     $ 41,173.35 

*  The transaction valuation upon which the filing fee      
was based was calculated as follows:  The purchase    
price of the Zero Coupon Convertible Subordinated     
Notes due 2006 (the "Notes"), as described herein, is 
$514.86 per $1,000 principal amount outstanding at    
stated maturity.  As of June 25, 1996, there were     
$399,850,000 in aggregate principal amount at maturity
outstanding, resulting in an aggregate purchase price,
assuming all Notes are tendered, of $205,866,771.  The
filing fee was calculated as follows:  One-fiftieth of
1% of $205,866,771 equals $41,173.35.                 

[x]  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:   $41,173.35        FILING PARTY:  RITE AID CORPORATION 
FORM OR REGISTRATION NO.: SCHEDULE 13E-4    DATE FILED:    JUNE 25, 1996        

This Final Amendment, dated July 30, 1996, amends the 
Issuer Tender Offer Statement on Schedule 13E-4             
("Schedule 13E-4") filed with the Securities and Exchange   
Commission on June 25, 1996 by Rite Aid Corporation, a      
Delaware corporation (the "Company"), relating to the       
Company's offer to purchase for cash (the "Offer to         
Purchase") any and all Zero Coupon Convertible              
Subordinated Notes due 2006 of the Company (the "Notes"),   
at the option of each holder thereof, at a purchase price   
of $514.86 for each $1,000 principal amount at stated       
maturity of Notes (the "Purchase Price"), upon the terms    
and subject to the conditions set forth in the Offer to     
Purchase, dated June 25, 1996, and in the accompanying      
Purchase Notice and Letter of Transmittal (the "Purchase    
Notice"), dated June 25, 1996, copies of which were         
attached to the Schedule 13E-4 as Exhibits (a)(1) and       
(a)(2), respectively.                                       

The following information amends the information      
previously included in the Schedule 13E-4.                  

(a)  The offer contained in the Offer to Purchase and in    
the accompanying Purchase Notice (which together            
constituted the "Offer") expired at 12:00 midnight, New     
York City time, on Wednesday, July 24, 1996 (the            
"Purchase Date").                                           

(b)  $27,608,000 principal amount at stated maturity of     
Notes (including $196,000 principal amount at stated        
maturity of Notes delivered pursuant to notices of          
guaranteed delivery), or approximately 6.9% of the then     
outstanding Notes, were validly tendered through the        
Purchase Date and were not withdrawn and were purchased     
by the Company at the Purchase Price, for an aggregate      
price of $14,214,254.88.                                    

(c)  This Schedule 13E-4 is hereby terminated.              

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.                    

Dated:  July 30, 1996                                       

                    RITE AID CORPORATION

                           By:   /s/  Elliot S. Gerson
                                    ______________________________
                        Name:   Elliot S. Gerson
                                 Title:  Senior Vice President and
                                             Assistant Chief Legal Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E4/A’ Filing		Date		Other Filings
Filed on:		7/30/96
		7/24/96
		6/25/96		SC 13E4
				List all Filings