UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 14, 2005
DUANE READE INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
001-13843 04-3164702
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(Commission File Number) (IRS Employer Identification No.)
440 NINTH AVENUE
NEW YORK, NEW YORK 10001
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(Address of Principal Executive Offices) (Zip Code)
(212) 273-5700
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
At the time of the filing of the registrant's most recent Form
8-K on January 26, 2005, certain information called for in Item 5.02(d)(3) had
not yet been determined. This Amendment No. 1 on Form 8-K/A is being filed by
the registrant in order to disclose such information relating to the registrant
and its sole shareholder, Duane Reade Holdings, Inc. ("Holdings").
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On February 14, 2005, a Compensation Committee of the board of
directors of the registrant was established. Messrs. Andrew J. Nathanson, Denis
J. Nayden and Tyler J. Wolfram were designated and appointed to serve as the
members of the Compensation Committee. Mr. Nathanson was designated and
appointed to serve as its Chairman.
On February 14, 2005, an Audit Committee of the board of
directors of Holdings was established. Messrs. Michael S. Green, John P.
Malfettone and Tyler J. Wolfram were designated and appointed to serve as the
members of the Audit Committee. Mr. Malfettone was designated and appointed to
serve as its Chairman.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: February 18, 2005
DUANE READE INC.
By: /s/ John K. Henry
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Name: John K. Henry
Title: Senior Vice President and
Chief Financial Officer