-----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, QyS9VDk0u0zzL5LuIo4Gn8NrHY0f/XVWw9Se9/RaDqmKD3J5dMBvnzq3SefkVWji bN8B3Pp6wkZLM5ot0WWwPA== 0001133095-04-000004.txt : 20040204 0001133095-04-000004.hdr.sgml : 20040204 20040203174853 ACCESSION NUMBER: 0001133095-04-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUANE READE INC CENTRAL INDEX KEY: 0000895364 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 043164702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55843 FILM NUMBER: 04564149 BUSINESS ADDRESS: STREET 1: 440 NINTH AVE CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122735700 MAIL ADDRESS: STREET 1: 440 NINTH AVE CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: DUANE READE HOLDING CORP DATE OF NAME CHANGE: 19940328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COPPER ARCH CAPITAL LLC CENTRAL INDEX KEY: 0001133095 IRS NUMBER: 133984303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 565 FIFTH AVE 11TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126978356 MAIL ADDRESS: STREET 1: 565 FIFTH AVE 11TH FL CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: MIDTOWN RESEARCH GROUP LLC DATE OF NAME CHANGE: 20010123 SC 13D/A 1 schedule13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 DUANE READE INC. (Name of Issuer) Common Stock (Title of Class of Securities) 263578106 (CUSIP Number) Michael Manley Copper Arch Capital, LLC 565 Fifth Avenue, 11th Floor New York, New York 10017 (212) 697-2756 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 2004 (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 that is the subject of this Schedule 13D/A, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ?. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 263578106 (1) Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person Copper Arch Capital, LLC I.R.S. Identification No. 13-3984303 (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) 1 (b) 0 (3) SEC Use Only (4) Sources of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).? (6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power None Shares Beneficially (8) Shared Voting Power 1,876,000* Owned by Each (9) Sole Dispositive Power None Reporting Person (10) Shared Dispositive Power 1,876,000* With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,876,000* (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) 7.80% (14) Type of Reporting Person (See Instructions) CO *Copper Arch Capital, LLC ("Copper Arch") is a registered investment adviser which serves as investment adviser to Copper Arch Fund, LP ("Copper Arch Fund"), Copper Fund Offshore Portfolio, Ltd. ("Copper Arch Fund Offshore"), and Copper Spire Fund Plc ("Copper Spire"). As investment adviser, Copper Arch has the shared power to vote or direct the vote and to dispose or direct the disposition of all 1,876,000 shares of Common Stock owned by Copper Arch Fund, Copper Arch Fund Offshore and Copper Spire. Copper Arch disclaims beneficial ownership of the shares of Common Stock referred to in this Statement, and the filing of this Statement shall not be construed as an admission that Copper Arch is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any shares of Common Stock covered by this Statement. CUSIP No. 263578106 (1) Name of Reporting Person Copper Arch Partners, LLC (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) 1 (b) 0 (3) SEC Use Only (4) Sources of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).? (6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power None Shares Beneficially (8) Shared Voting Power 673,400* Owned by Each (9) Sole Dispositive Power None Reporting Person (10) Shared Dispositive Power 673,400* With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 673,400* (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) 2.80% (14) Type of Reporting Person (See Instructions) CO *Copper Arch Partners, LLC ("Copper Arch Partners") is the general partner of Copper Arch Fund. As general partner, Copper Arch Partners may be deemed to have the shared power to vote or direct the vote and to dispose or direct the disposition of 673,400 shares of Common Stock owned by Copper Arch Fund. Copper Arch Partners disclaims beneficial ownership of the shares of Common Stock referred to in this Statement, and the filing of this Statement shall not be construed as an admission that Copper Arch Partners is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any shares of Common Stock covered by this Statement. CUSIP No. 263578106 (1) Name of Reporting Person Scott Sipprelle (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) 1 (b) 0 (3) SEC Use Only (4) Sources of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).? (6) Citizenship or Place of Organization ______ Number of (7) Sole Voting Power None Shares Beneficially (8) Shared Voting Power 1,876,000* Owned by Each (9) Sole Dispositive Power None Reporting Person (10) Shared Dispositive Power 1,876,000* With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,876,000* (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) 7.80% (14) Type of Reporting Person (See Instructions) IN *By virtue of his ownership interests, Scott Sipprelle may be deemed to have the shared power to vote or direct the vote and to dispose or direct the disposition of all 1,876,000 shares of Common Stock owned by Copper Arch Fund, Copper Arch Fund Offshore and Copper Spire. Scott Sipprelle disclaims beneficial ownership of the shares of Common Stock referred to in this Statement, and the filing of this Statement shall not be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any shares of Common Stock covered by this Statement. CUSIP No. 263578106 (1) Name of Reporting Person Jonathan Jodka (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) 1 (b) 0 (3) SEC Use Only (4) Sources of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).? (6) Citizenship or Place of Organization ______ Number of (7) Sole Voting Power None Shares Beneficially (8) Shared Voting Power 1,876,000* Owned by Each (9) Sole Dispositive Power None Reporting Person (10) Shared Dispositive Power 1,876,000* With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,876,000* (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) 7.80% (14) Type of Reporting Person (See Instructions) IN *By virtue of his ownership interests, Jonathan Jodka may be deemed to have the shared power to vote or direct the vote and to dispose or direct the disposition of all 1,876,000 shares of Common Stock owned by Copper Arch Fund, Copper Arch Fund Offshore and Copper Spire. Jonathan Jodka disclaims beneficial ownership of the shares of Common Stock referred to in this Statement, and the filing of this Statement shall not be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any shares of Common Stock covered by this Statement. CUSIP No. 263578106 (1) Name of Reporting Person Copper Arch Fund, LP (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) 1 (b) 0 (3) SEC Use Only (4) Sources of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).? (6) Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power None Shares Beneficially (8) Shared Voting Power 673,400 Owned by Each (9) Sole Dispositive Power None Reporting Person (10) Shared Dispositive Power 673,400 With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 673,400 (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) 2.80% (14) Type of Reporting Person (See Instructions) PN CUSIP No. 263578106 (1) Name of Reporting Person Copper Arch Fund Offshore Portfolio, Ltd. (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) 1 (b) 0 (3) SEC Use Only (4) Sources of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).? (6) Citizenship or Place of Organization Cayman Islands Number of (7) Sole Voting Power None Shares Beneficially (8) Shared Voting Power 1,076,600 Owned by Each (9) Sole Dispositive Power None Reporting Person (10) Shared Dispositive Power 1,076,600 With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,076,600 (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) 4.48% (14) Type of Reporting Person (See Instructions) CO CUSIP No. 263578106 (1) Name of Reporting Person Copper Spire Fund Plc. (2) Check the Appropriate Box if a Member of Group (See Instructions) (a) 1 (b) 0 (3) SEC Use Only (4) Sources of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).? (6) Citizenship or Place of Organization Ireland Number of (7) Sole Voting Power None Shares Beneficially (8) Shared Voting Power 126,000 Owned by Each (9) Sole Dispositive Power None Reporting Person (10) Shared Dispositive Power 126,000 With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 126,000 (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) 0.52% (14) Type of Reporting Person (See Instructions) CO Item 1. Security and Issuer (a) Security: Common Stock (b) Name and Address of Issuer: Duane Reade Inc. 440 Ninth Avenue NY, NY 10001 Item 2. Identity and Background (a) Name of Persons Filing: Copper Arch Capital, LLC, Copper Arch Partners, LLC, Copper Arch Fund, LP, Copper Arch Fund Offshore Portfolio, Ltd., Copper Spire Fund Plc (each a "Reporting Person"). (b) Address of Principal Business Office or Residence: The address of the principal business office of each reporting person is 565 Fifth Ave., 11th Fl., NY, NY 10017. (c) Copper Arch Capital, LLC is an investment adviser registered with Commission under the Investment Advisers Act of 1940. Copper Arch Fund, LP, Copper Arch Fund Offshore Portfolio, Ltd., Copper Spire Fund Plc are each investment funds to which Copper Arch Capital, LLC acts as investment adviser. Copper Arch Partners, LLC is the general partner of Copper Arch Fund, LP. Scott Sipprelle is the managing member of, and Jonathan Jodka is a member of, each of Copper Arch Capital, LLC and Copper Arch Partners, LLC. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons was a party to a civil of judicial or administrative body of competent jurisdiction as a result of which any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such law. (f) Each of Copper Arch Capital, LLC and Copper Arch Partners, LLC are Delaware limited liability companies. Copper Fund, LP is a Delaware limited partnership. Copper Arch Fund Offshore Portfolio, Ltd. is a Cayman Islands company. Copper Spire Fund Plc is an Irish corporation. Each of Scott Sipprelle and Jonathan Jodka are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration The shares held by each of Copper Arch Fund, LP, Copper Arch Fund Offshore Portfolio, Ltd. and Copper Spire Fund Plc were acquired for cash funded by (i) capital contributions to such Reporting Person and (ii) the proceeds of transactions with respect to prior investments held by such Reporting Person. Item 4. Purpose of Transaction Each of Copper Arch Fund, LP, Copper Arch Fund Offshore Portfolio, Ltd. and Copper Spire Fund Plc initially acquired the Common Stock beneficially owned by them for investment purposes. On December 23 2003, the Board of Directors of the Issuer announced a merger agreement with an affiliate of Oak Hill Capital Partners, L.P. (the "Purchaser") pursuant to which the Purchaser agreed to purchase the Common Stock of the Issuer at $17.00 per share. The Reporting Persons have concluded, based on all currently available information, that the proposed transaction has troubling conflicts of interest and that the consideration offered materially undervalues the company. The Reporting Persons continue to consider their options in respect of the merger agreement, including opposing the merger agreement. The Reporting Persons intend to continue to evaluate their respective investment in Common Stock based on the Issuer's financial condition, results of operations and prospects as well as other then-existing or anticipated facts and circumstances, including general economic, market and other financial conditions. Accordingly, each Reporting Person reserves the right to change its plans and intentions with respect to its investment in securities of the Issuer at any time as it deems appropriate. Item 5. Interest in Securities of the Issuer Attached hereto as Schedule I is a list of the transactions by each of the Reporting Persons in Common Stock since November 12, 2003. Each Reporting Person owns the aggregate number and percentage of the class of Common Stock set forth on the second part of the cover pages above. With respect to each Reporting Person, the number of shares of Common Stock with respect to which there is sole or shared power to vote or direct the vote or disposition thereof is also set forth on the second part of the cover pages above. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any such other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division or profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits None. 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. February 3, 2004 COPPER ARCH CAPITAL, LLC /s/ Michael Manley By: Michael Manley Title: Authorized Signatory COPPER ARCH PARTNERS, LLC /s/ Michael Manley By: Michael Manley Title: Authorized Signatory COPPER ARCH FUND, LP /s/ Michael Manley By: Michael Manley Title: Authorized Signatory COPPER ARCH FUND OFFSHORE PORTFOLIO, LTD. /s/ Michael Manley By: Michael Manley Title: Authorized Signatory COPPER SPIRE FUND Plc /s/ Michael Manley By: Michael Manley Title: Authorized Signatory SCOTT SIPPRELLE /s/ Scott Sipprelle JONATHAN JODKA /s/ Jonathan Jodka Schedule I All shares of Common Stock were acquired in a series of open market transactions affected with independent brokers. Copper Arch Fund, LP Trade Date Quantity Price - -------- -------------- 12/1/2003 99,000 14.04 12/1/2003 4,000 14.05 12/2/2003 6,600 14.12 12/3/2003 48,800 14.16 12/3/2003 5,900 14.22 12/3/2003 3,900 14.19 12/4/2003 3,900 13.97 12/4/2003 7,800 14.01 12/5/2003 5,900 14.11 12/5/2003 2,000 14.75 12/8/2003 7,800 14.65 12/9/2003 3,900 14.55 12/9/2003 9,800 14.39 12/10/2003 9,800 14.04 12/11/2003 7,000 14.01 12/23/2003 78,100 17.14 12/23/2003 78,100 17.03 12/23/2003 19,500 17.25 12/23/2003 9,800 17.29 12/23/2003 9,800 17.14 12/23/2003 9,800 17.23 1/5/2004 18,700 16.91 1/5/2004 18,600 16.95 1/7/2004 18,700 16.93 1/7/2004 18,600 16.93 1/8/2004 18,800 16.96 2/2/2004 74,300 16.79 2/2/2004 100 16.78 2/3/2004 18,600 16.87 2/3/2004 55,800 16.88 Copper Arch Fund Offshore Portfolio, Ltd. Trade Trade Date Quantity Amount Price - -------- -------------- -------------- 12/1/2003 151,000 2,120,040.00 14.04 12/1/2003 6,000 84,279.00 14.05 12/2/2003 10,400 146,808.48 14.12 12/3/2003 76,200 1,078,999.62 14.16 12/3/2003 9,100 129,393.81 14.22 12/3/2003 6,100 86,549.85 14.19 12/4/2003 6,100 85,186.50 13.97 12/4/2003 12,200 170,911.02 14.01 12/5/2003 9,100 128,439.22 14.11 12/5/2003 3,000 44,251.20 14.75 12/8/2003 12,200 178,687.30 14.65 12/9/2003 6,100 88,749.51 14.55 12/9/2003 15,200 218,788.80 14.39 12/10/2003 15,200 213,408.00 14.04 12/11/2003 11,000 154,081.40 14.01 12/23/2003 121,900 2,088,866.21 17.14 12/23/2003 121,900 2,076,066.71 17.03 12/23/2003 30,500 526,125.00 17.25 12/23/2003 15,200 262,794.32 17.29 12/23/2003 15,200 260,497.60 17.14 12/23/2003 15,200 261,896.00 17.23 1/5/2004 31,300 529,392.55 16.91 1/5/2004 31,400 532,230.00 16.95 1/7/2004 31,300 529,855.79 16.93 1/7/2004 31,400 531,602.00 16.93 1/8/2004 31,200 529,152.00 16.96 2/2/2004 125,300 2,103,736.88 16.79 2/2/2004 300 5,032.50 16.78 2/3/2004 31,400 529,705.44 16.87 2/3/2004 94,200 1,590,190.20 16.88 Copper Spire Fund Plc Trade Date Quantity Price - ----------- -------------- - ------------- 11/20/2003 5,100 13.42 11/21/2003 25,000 13.42 11/24/2003 20,000 13.82 11/24/2003 10,000 13.89 12/31/2003 24,000 17.05 12/31/2003 20,000 17.01 2/3/2004 21,900 16.91 Page 1 of 18 10 NYDOCS01/973383.1 -----END PRIVACY-ENHANCED MESSAGE-----