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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
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DUANE READE INC.
(Name of Subject Company (Issuer))
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DUANE READE INC.
(Name of Filing Person (Issuer and Offeror))
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Options to purchase common stock, par value $0.01 per share
(Title of Class of Securities)
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263578106
(CUSIP Number of Class of Securities of Underlying Common Stock)
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Michelle D. Bergman, Esq.
Vice President, General Counsel
Duane Reade Inc.
440 Ninth Avenue
New York, New York 10001
(212) 273-5700
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copy to:
Kenneth J. Laverriere, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022-6069
(212) 848-4000
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
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$37,484,685 $7,496.94
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 1,401,249 shares of common stock of Duane
Reade Inc. having an aggregate value of $37,484,685 as of February 26, 2003
will be exchanged and/or cancelled pursuant to this offer. The aggregate
value of such options was calculated based on the Black-Scholes option
pricing model. The amount of the filing fee, calculated in accordance with
Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.
[X] Check the 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: $7,496.94 Filing Party: Duane Reade Inc.
Form or Registration No.: Schedule TO Date Filed: February 27, 2003
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [X]
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Item 4. Terms of the Transaction.
"Section 1. Eligible Employees and Eligible Options; Expiration of the
Offer" of the Offer to Exchange is hereby amended by adding the following at the
end thereof:
"The Offer expired at 5:00 p.m. Eastern Time, on March 27, 2003. We
have accepted all eligible options tendered pursuant to the Offer and cancelled
such options effective 5:01 p.m. Eastern Time, on March 27, 2003. Options to
purchase approximately 1,335,449 shares of common stock were tendered for
exchange, representing approximately 95.30% of the options that were eligible to
be tendered in the offer. Subject to the terms and conditions of this Offer to
Exchange, Duane Reade will issue new options to purchase approximately 1,335,449
shares of common stock under the 1997 plan with an exercise price equal to the
average closing price of Duane Reade's common stock as reported on the New York
Stock Exchange for the five-day trading period ending immediately prior to the
date of grant (but in no event less than the closing price on the date of
grant), which will occur promptly after the date that is six months and one day
after the eligible options are cancelled pursuant to the offer (but in no event
later than 30 days after such date)."
Item 12. Exhibits.
(a)(1) Offer to Exchange, dated February 27, 2003.
(a)(2) Email to Employees Announcing the Voluntary Stock Option Exchange
Program, dated February 25, 2003 (incorporated by reference to
Exhibit 99.1 on the Schedule TO-C filed by the Company on February
25, 2003).
(a)(3) Cover Letter to the Offer to Exchange, dated February 27, 2003.
(a)(4) Form of Acceptance Letter.
(a)(5) Form of Withdrawal Letter.
(a)(6) Duane Reade's Annual Report on Form 10-K for the fiscal year ended
December 29, 2001, previously filed with the SEC on March 28, 2002
and incorporated herein by reference.
(a)(7) Duane Reade's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 28, 2002, previously filed with the SEC on November
12, 2002 and incorporated herein by reference.
(a)(8) Email to Employees, dated February 28, 2003.
(a)(9) Email to Employees, dated March 19, 2003.
(a)(10) Email to Employees, dated March 28, 2003.
(b) None.
(d)(1) Duane Reade Inc. 1997 Equity Participation Plan (incorporated by
reference to Exhibit 10.1 to the Registration Statement on Form S-1)
(File No. 333-41239) previously filed with the SEC on January 15,
1998.
(d)(2) Duane Reade Inc. Holding Corp. 1992 Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Registration
Statement on Form S-1) (File No. 333-41239) previously filed with the
SEC on January 15, 1998.
(d)(3) Form of New Option Agreement pursuant to the 1997 Equity
Participation Plan.
(g) None.
(h) None.
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.
DUANE READE INC.
/s/ Michelle D. Bergman
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Michelle D. Bergman
Vice President, General Counsel
Date: March 28, 2003
EXHIBIT INDEX
Exhibit
No. Description
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(a)(1) Offer to Exchange, dated February 27, 2003.*
(a)(2) Email to Employees Announcing the Voluntary Stock Option
Exchange Program, dated February 25, 2003 (incorporated by
reference to Exhibit 99.1 on the Schedule TO-C filed by the
Company on February 25, 2003).*
(a)(3) Cover Letter to the Offer to Exchange, dated February 27,
2003.*
(a)(4) Form of Acceptance Letter.*
(a)(5) Form of Withdrawal Letter.*
(a)(6) Duane Reade's Annual Report on Form 10-K for the fiscal year
ended December 29, 2001, previously filed with the SEC on
March 28, 2002 and incorporated herein by reference.*
(a)(7) Duane Reade's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 28, 2002, previously filed with the
SEC on November 12, 2002 and incorporated herein by
reference.*
(a)(8) Email to Employees, dated February 28, 2003.**
(a)(9) Email to Employees, dated March 19, 2003.***
(a)(10) Email to Employees, dated March 28, 2003.
(d)(1) Duane Reade Inc. 1997 Equity Participation Plan (incorporated
by reference to Exhibit 10.1 to the Registration Statement on
Form S-1) (File No. 333-41239) previously filed with the SEC
on January 15, 1998.*
(d)(2) Duane Reade Inc. Holding Corp. 1992 Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Registration
Statement on Form S-1) (File No. 333-41239) previously filed
with the SEC on January 15, 1998.*
(d)(3) Form of New Option Agreement pursuant to the 1997 Equity
Participation Plan.*
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* Incorporated by reference to the Schedule TO filed by Duane Reade Inc. on
February 27, 2003.
** Incorporated by reference to Amendment No. 1 to the Schedule TO filed by
Duane Reade Inc. on February 28, 2003.
*** Incorporated by reference to Amendment No. 2 to the Schedule TO filed by
Duane Reade Inc. on March 19, 2003.
Exhibit (a)(10)
NOTICE SENT TO EMPLOYEES FOLLOWING EXPIRATION OF THE OFFER
From: Jim Rizzo
Subject: Results of Voluntary Stock Option Exchange Program
The offer expired at 5:00 p.m. Eastern Time, on March 27, 2003. We have accepted
all eligible options tendered for exchange pursuant to the offer and cancelled
such options effective 5:01 p.m. Eastern Time, on March 27, 2003. Options to
purchase approximately 1,335,449 shares of common stock were tendered for
exchange, representing approximately 95.30% of the options that were eligible to
be tendered in the offer. Subject to the terms and conditions of the Offer to
Exchange, we will issue new options to purchase approximately 1,335,449 shares
of common stock under Duane Reade's 1997 Equity Participation Plan. The new
options will have an exercise price equal to the average closing price of Duane
Reade's common stock as reported on the New York Stock Exchange for the five-day
trading period ending immediately prior to the date of grant (but in no event
less than the closing price on the date of the grant), which will occur promptly
after the date that is six months and one day after the eligible options are
cancelled pursuant to the offer (but in no event later than 30 days after such
date).
In connection with this grant of new options, we will distribute new option
agreements to each employee who tendered eligible options for exchange
containing the terms of the new options and detailing the number of options
which each employee received in exchange for their eligible options.