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
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