-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WYBX/XlMk9vpHI+5+7iWt8brK1wF8JJDz0vsU1kH8XT9fHt/lU4+Erb+VnG45KQe o/Rx0dTjk8rJVeC2U+1grA== 0000950172-97-000050.txt : 19970124 0000950172-97-000050.hdr.sgml : 19970124 ACCESSION NUMBER: 0000950172-97-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970123 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RITE AID CORP CENTRAL INDEX KEY: 0000084129 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 231614034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0304 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10478 FILM NUMBER: 97509452 BUSINESS ADDRESS: STREET 1: 30 HUNTER LANE CITY: CAMP HILL OWN STATE: PA ZIP: 17011 BUSINESS PHONE: 7177612633 MAIL ADDRESS: STREET 1: PO BOX 3165 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: LEHRMAN LOUIS & CO DATE OF NAME CHANGE: 19680510 FORMER COMPANY: FORMER CONFORMED NAME: RACK RITE DISTRIBUTORS DATE OF NAME CHANGE: 19680510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KMART CORP CENTRAL INDEX KEY: 0000056824 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 380729500 STATE OF INCORPORATION: MI FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3100 W BIG BEAVER RD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 8106431000 MAIL ADDRESS: STREET 1: 3100 W BIG BEAVER ROAD CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: KRESGE S S CO DATE OF NAME CHANGE: 19770921 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) RITE AID CORPORATION (Name of issuer) COMMON STOCK, $1.00 PAR VALUE (Title of class of securities) 767754104 (CUSIP number) Anthony N. Palizzi, Esq. Executive Vice President Kmart Corporation 3100 West Big Beaver Road Troy, Michigan 48084 (810) 643-1000 (Name, address and telephone number of person authorized to receive notices and communications) with copies to: David J. Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 JANUARY 16, 1996 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). SCHEDULE 13D CUSIP NO. 133255-10-9 (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Kmart Corporation 38-0729500 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ( ) (b) (X) (3) SEC USE ONLY (4) SOURCE OF FUNDS N/A (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) (6) CITIZENSHIP OR PLACE OF ORGANIZATION Michigan (7) SOLE VOTING POWER None (8) SHARED VOTING POWER None NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (9) SOLE DISPOSITIVE POWER WITH None (10) SHARED DISPOSITIVE POWER None (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ( ) (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (14) TYPE OF REPORTING PERSON (see instructions) CO Item 1. Security and Issuer. This amendment relates to the Statement on Schedule 13D filed by Kmart Corporation, a Michigan corporation ("Kmart"), with respect to its ownership of 6,904,764 shares of common stock of Rite Aid Corporation, a Delaware corporation ("Rite Aid"), par value $1.00 per share (the "Rite Aid Common Stock"). Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended as follows: In a letter to Rite Aid dated December 16, 1996, Kmart requested, in accordance with the Stockholder Agreement previously entered into by Kmart and Rite Aid, that Rite Aid register all 6,904,764 shares of Rite Aid Common Stock owned by Kmart. Pursuant to such request, Rite Aid filed with the SEC a prospectus on January 15, 1997 and a prospectus supplement on January 16, 1997, registering such Rite Aid Common Stock. On January 16, 1997, Kmart, Rite Aid and Morgan Stanley & Co., Incorporated ("Morgan Stanley") entered into an underwriting agreement, pursuant to which Kmart agreed to sell all 6,904,764 shares of Rite Aid Common Stock owned by it to Morgan Stanley at a price of $ 37.555 per share, resulting in aggregate net proceeds before expenses to Kmart of $259,308,412. Such sale was consummated on January 22, 1997. As a result of such sale, Kmart no longer owns any shares of Rite Aid Common Stock and therefore will have no further Schedule 13D reporting obligations with respect to the Rite Aid Common Stock. SIGNATURE 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. Dated: January 23, 1997 KMART CORPORATION By: /s/ Michael J. Viola NAME: Michael J. Viola TITLE: Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----