Filed pursuant to Rule 424(b)(3)
File No. 333-82872
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated May 17, 2002)
$250,000,000
RITE AID CORPORATION
4.75% Convertible Notes due 2006 and
38,461,539 Shares of Common Stock
Issuable upon Conversion of the Notes
This prospectus supplement supplements the prospectus dated May 17,
2002 of Rite Aid Corporation relating to the sale from time to time by certain
of our security holders (including their transferors, donees, pledgees or
successors) of up to $250,000,000 aggregate principal amount at maturity of
our 4.75% Convertible Notes due 2006 and the shares of common stock issuable
upon conversion of the notes. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is qualified
by reference to the prospectus, except to the extent that the information in
this prospectus supplement supersedes the information contained in the
prospectus.
The table of selling security holders contained in the prospectus is
hereby amended to add the entities who are named below as selling security
holders:
Aggregate principal
amount at maturity Number of shares of
of notes that may common stock that Percentage of shares
be sold by this Percentage of notes may be sold by of common stock
Name prospectus outstanding this prospectus(1) outstanding (2)
---- -------------- ---------------------- --------------- --------------------
Credit Suisse First Boston
London Branch............... $ 77,450,000 31.0% 11,915,385 2.3%
CRT Capital Group LLC......... $ 13,566,000 5.4% 2,087,077 *
All other holders of notes or
future transferees, pledgees,
donees, assignees or
successors of any such
holders(3)(4)............... $ 1,245,000 0.5% 191,539 *
-----------
* Less than one percent
(1) Assumes conversion of all of the holder's notes at a conversion rate of 153.846 shares of common stock per $1,000
principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described under
"Description of Notes--Conversion Rights." As a result, the number of shares of common stock issuable upon conversion of
the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 515,113,894 shares of common stock outstanding as
of May 1, 2002. In calculating this amount for each holder, we treated as outstanding the number of shares of common
stock issuable upon conversion of all that holder's notes, but we did not assume conversion of any other holder's notes.
(3) Information about other selling shareholders will be set forth in prospectus supplements, if required.
(4) Assumes that any other holders of the notes or any future pledgees, donees, assignees, transferees or successors of
or from such other holders of the notes do not beneficially own any shares of common stock other than the common stock
issuable upon conversion of the notes at the initial conversion rate described in footnote 1 above.
Investing in the notes or shares of Rite Aid common stock involves
risks that are described in the "Risk Factors" section beginning on page 10 of
the prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is June 5, 2002.