================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ________ Date of Report (Date of Earliest Event Reported): August 12, 2004 DUANE READE INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 001-13843 04-3164702 (Commission File Number) (I.R.S. Employer Identification No.) 440 Ninth Avenue New York, New York 10001 (Address of Principal Executive Offices) (Zip Code) (212) 273-5700 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS On August 12, 2004, Duane Reade Inc. (the "Company") issued a press release announcing the commencement of a cash tender offer to purchase any and all of its outstanding 2.1478% Senior Convertible Notes due 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS a) Financial Statements. Not Applicable b) Pro Forma Financial Information. Not Applicable c) Exhibits The following materials are attached as exhibits to this Current Report on Form 8-K EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press Release, dated August 12, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 12, 2004 DUANE READE INC. By: /s/ Michelle D. Bergman --------------------------------- Michelle D. Bergman Vice President and General Counsel 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release, dated August 12, 2004.