Registration No. 333-91008
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
DUANE READE INC.
SUBSIDIARY GUARANTORS
LISTED ON THE
FOLLOWING PAGE
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3164702
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
440 NINTH AVENUE
NEW YORK, NY 10001
(212) 273-5700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MR. ANTHONY J. CUTI
DUANE READE INC.
440 NINTH AVENUE
NEW YORK, NY 10001
(212) 273-5700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
MICHELLE D. BERGMAN, ESQ.
DUANE READE INC.
440 NINTH AVENUE
NEW YORK, NY 10001
(212) 273-5700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: Not applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_] _____
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [_] _____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
____________________
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TABLE OF ADDITIONAL REGISTRANTS
UNDER POST-EFFECTIVE AMENDMENT NO. 1
TO THE REGISTRATION STATEMENT ON FORM S-3
The following direct or indirect subsidiaries of Duane Reade Inc. are
co-registrants under this Post-Effective Amendment No. 1 to the Registration
Statement since they provided guarantees of payments on the debt securities
deregistered hereunder. The principal executive office of each registrant below
is located at 440 Ninth Avenue, New York, New York 10001, telephone (212)
273-5700, except for Duane Reade International, Inc., which has its principal
office at 707 Broad Street, Newark, New Jersey 07102, telephone (973) 622-3844.
STATE OF IRS EMPLOYER
SUBSIDIARY ORGANIZATION ID NO.
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DRI I Inc. Delaware 04-3166107
Duane Reade International, Inc. Delaware 22-3672347
Duane Reade Realty, Inc. Delaware 13-4074383
Duane Reade New York 11-2731721
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-3 (File No. 333-91008)
(the "Registration Statement"), Duane Reade Inc. (the "Company") registered the
resale (the "Offering") by the selling security holders named therein of (i) up
to $381,488,000 aggregate principal amount of 2.1478% Senior Convertible Notes
due 2022 (the "Notes") and (ii) up to 5,389,090 shares of Common Stock, par
value $0.01 per share (the "Common Stock"), of the Company (plus an
indeterminate number of additional shares of Common Stock that could be issued
upon conversion of the Notes as a result of conversion price adjustments). The
Registration Statement was declared effective on July 31, 2002.
The Company is no longer required to keep the Registration Statement
effective pursuant to the terms of the Registration Rights Agreement, dated as
of April 16, 2002, by and among the Company, all subsidiaries of the Company,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the
other Initial Purchasers named therein. Accordingly, pursuant to the Company's
undertaking in Item 17 of Part II of the Registration Statement, this
Post-Effective Amendment No. 1 to the Registration Statement is being filed for
the purpose of withdrawing from registration the Notes and shares of Common
Stock that were not sold in the Offering.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on August 11, 2004.
DUANE READE INC.
By: /s/ John K. Henry
---------------------
Name: John K. Henry
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to the Registration Statement has been signed on
August 11, 2004 by the following persons in the capacities indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Anthony J. Cuti Chairman of the Board of August 11, 2004
------------------------- Directors, Chief Executive
Anthony J. Cuti Officer and President
/s/ John K. Henry Senior Vice President and August 11, 2004
------------------------- Chief Financial Officer (Chief
John K. Henry Accounting and Financial Officer)
/s/ Michael S. Green Director August 11, 2004
-------------------------
Michael S. Green
/s/ Steven B. Gruber Director August 11, 2004
-------------------------
Steven B. Gruber
/s/ Andrew J. Nathanson Director August 11, 2004
-------------------------
Andrew J. Nathanson
/s/ Tyler J. Wolfram Director August 11, 2004
-------------------------
Tyler J. Wolfram
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on August 11, 2004.
DRI I INC.
By: /s/ John K. Henry
---------------------
Name: John K. Henry
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to the Registration Statement has been signed on
August 11, 2004 by the following persons in the capacities indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Anthony J. Cuti Chairman of the Board of August 11, 2004
------------------------- Directors, Chief Executive
Anthony J. Cuti Officer and President
/s/ John K. Henry Senior Vice President and August 11, 2004
------------------------- Chief Financial Officer (Chief
John K. Henry Accounting and Financial Officer)
/s/ Michael S. Green Director August 11, 2004
-------------------------
Michael S. Green
/s/ Steven B. Gruber Director August 11, 2004
-------------------------
Steven B. Gruber
/s/ Andrew J. Nathanson Director August 11, 2004
-------------------------
Andrew J. Nathanson
/s/ Tyler J. Wolfram Director August 11, 2004
-------------------------
Tyler J. Wolfram
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on August 11, 2004.
DUANE READE INTERNATIONAL, INC.
By: /s/ John K. Henry
---------------------
Name: John K. Henry
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to the Registration Statement has been signed on
August 11, 2004 by the following persons in the capacities indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Gary Charboneau Director and President August 11, 2004
-------------------------
Gary Charboneau
/s/ John K. Henry Senior Vice President and August 11, 2004
------------------------- Chief Financial Officer (Chief
John K. Henry Accounting and Financial Officer)
/s/ Michelle D. Bergman Director, Vice President and August 11, 2004
------------------------- Secretary
Michelle D. Bergman
/s/ Michael S. Green Director and Vice President August 11, 2004
-------------------------
Micheal S. Green
/s/ Thomas Ordemann Director August 11, 2004
-------------------------
Thomas Ordemann
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on August 11, 2004.
DUANE READE REALTY, INC
By: /s/ John K. Henry
---------------------
Name: John K. Henry
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to the Registration Statement has been signed on
August 11, 2004 by the following persons in the capacities indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Anthony J. Cuti Chairman of the Board of August 11, 2004
------------------------- Directors, Chief Executive
Anthony J. Cuti Officer and President
/s/ John K. Henry Senior Vice President and August 11, 2004
------------------------- Chief Financial Officer (Chief
John K. Henry Accounting and Financial Officer)
/s/ Michael S. Green Director August 11, 2004
-------------------------
Michael S. Green
/s/ Steven B. Gruber Director August 11, 2004
-------------------------
Steven B. Gruber
/s/ Andrew J. Nathanson Director August 11, 2004
-------------------------
Andrew J. Nathanson
/s/ Tyler J. Wolfram Director August 11, 2004
-------------------------
Tyler J. Wolfram
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on August 11, 2004.
DUANE READE
BY: DUANE READE INC., A GENERAL PARTNER
By: /s/ John K. Henry
---------------------
Name: John K. Henry
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 to the Registration Statement has been signed on
August 11, 2004 by the following persons in the capacities indicated with
respect to Duane Reade Inc., a general partner of Duane Reade on behalf of Duane
Reade.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Anthony J. Cuti Chairman of the Board of August 11, 2004
------------------------- Directors, Chief Executive
Anthony J. Cuti Officer and President
/s/ John K. Henry Senior Vice President and August 11, 2004
------------------------- Chief Financial Officer (Chief
John K. Henry Accounting and Financial Officer)
/s/ Michael S. Green Director August 11, 2004
-------------------------
Michael S. Green
/s/ Steven B. Gruber Director August 11, 2004
-------------------------
Steven B. Gruber
/s/ Andrew J. Nathanson Director August 11, 2004
-------------------------
Andrew J. Nathanson
/s/ Tyler J. Wolfram Director August 11, 2004
-------------------------
Tyler J. Wolfram