8-K 1 form8k_081204.txt CURRENT REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ________ Date of Report (Date of Earliest Event Reported): August 12, 2004 DUANE READE INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 001-13843 04-3164702 (Commission File Number) (I.R.S. Employer Identification No.) 440 Ninth Avenue New York, New York 10001 (Address of Principal Executive Offices) (Zip Code) (212) 273-5700 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS On August 12, 2004, Duane Reade Inc. (the "Company") issued a press release announcing the commencement of a cash tender offer to purchase any and all of its outstanding 2.1478% Senior Convertible Notes due 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS a) Financial Statements. Not Applicable b) Pro Forma Financial Information. Not Applicable c) Exhibits The following materials are attached as exhibits to this Current Report on Form 8-K EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press Release, dated August 12, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 12, 2004 DUANE READE INC. By: /s/ Michelle D. Bergman --------------------------------- Michelle D. Bergman Vice President and General Counsel 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release, dated August 12, 2004.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 18, 2004

DUANE READE INC. (Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)

001-13843		04-3164702
(Commission File Number)		(I.R.S. Employer Identification No.)
440 Ninth Avenue New York, New York		10001
(Address of Principal Executive Offices)		(Zip Code)

(212) 273-5700 (Registrant's Telephone Number, Including Area Code)

N/A (Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events

On June 18, 2004, Duane Reade Inc. (the "Company"), Duane Reade Shareholders, LLC ("DRS, LLC") and Duane Reade Acquisition Corp. ("Acquisition") agreed to amend The Agreement and Plan of Merger, dated December 22, 2003 (the "Merger Agreement"), by and among the Company, DRS, LLC and Acquisition. A copy of Amendment No. 3 to the Merger Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. In addition, a copy of a press release issued by Duane Reade on June 21, 2004 is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

The following materials are attached as exhibits to this Current Report on Form 8-K

Exhibit Number		Description
2.1		Amendment No. 3 to the Merger Agreement, dated June 18, 2004
99.1		Press Release, dated June 21, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 21, 2004		DUANE READE INC.
		By:	/s/ JOHN K. HENRY John K. Henry Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Amendment No. 3 to the Merger Agreement, dated June 18, 2004
99.1		Press Release, dated June 21, 2004

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