Page 1 of 33 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)*
Duane Reade, Inc.
-------------------------------------------------
(NAME OF ISSUER)
Common Stock
-------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
263578106
-------------------------------------------------
(CUSIP NUMBER)
December 31, 1998
-------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
X Rule 13d-1(d), except with respect to the 5,100 shares reported
by Alliance Capital Management L.P., which are reported under
Section 13d-1(b).
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(CONTINUED ON FOLLOWING PAGE(S))
<PAGE>
CUSIP NO. 263578106 13G Page 2 of 33 Pages
1- NAME OF REPORTING PERSON
AXA Assurances I.A.R.D. Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 8,301,834
7- SOLE DISPOSITIVE POWER 5,300
8- SHARED DISPOSITIVE POWER 8,301,634
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,306,934
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 263578106 13G Page 3 of 33 Pages
1- NAME OF REPORTING PERSON
AXA Assurances Vie Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 8,301,834
7- SOLE DISPOSITIVE POWER 5,300
8- SHARED DISPOSITIVE POWER 8,301,634
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,306,934
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 263578106 13G Page 4 of 33 Pages
1- NAME OF REPORTING PERSON
AXA Conseil Vie Assurance Mutuelle
(formerly Alpha Assurances Vie Mutuelle)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 8,301,834
7- SOLE DISPOSITIVE POWER 5,300
8- SHARED DISPOSITIVE POWER 8,301,634
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,306,934
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 263578106 13G Page 5 of 33 Pages
1- NAME OF REPORTING PERSON
AXA Courtage Assurance Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 8,301,834
7- SOLE DISPOSITIVE POWER 5,300
8- SHARED DISPOSITIVE POWER 8,301,634
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,306,934
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 263578106 13G Page 6 of 33 Pages
1- NAME OF REPORTING PERSON
AXA (formerly AXA-UAP)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 8,301,834
7- SOLE DISPOSITIVE POWER 5,300
8- SHARED DISPOSITIVE POWER 8,301,634
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,306,934
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9%
12- TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 263578106 13G Page 7 of 33 Pages
1- NAME OF REPORTING PERSON
THE EQUITABLE COMPANIES INCORPORATED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3623351
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 8,301,834
7- SOLE DISPOSITIVE POWER 5,300
8- SHARED DISPOSITIVE POWER 8,301,634
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,306,934
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9%
12- TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 8 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Alliance Capital Management L.P. 13-3434400
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 5,100
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
12. TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 9 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Donaldson, Lufkin & Jenrette, Inc. 13-1898818
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,301,834
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 200
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 8,301,634
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,301,834
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
48.9%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 10 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Donaldson, Lufkin & Jenrette Securities Corporation 13-2741729
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 200
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 9,870
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,070
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.06%
12. TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 11 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Capital Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,291,764
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 8,291,764
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,291,764
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
48.8%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 12 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking Partners II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 5,223,192
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 5,223,192
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,223,192
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
30.7%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 13 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking Partners II-A, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 208,012
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 208,012
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,012
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 14 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Offshore Partners II, C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 256,849
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 256,849
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,849
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 15 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Millennium Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 84,453
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 84,453
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,453
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 16 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Millennium Partners-A, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 16,471
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 16,471
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,471
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 17 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking II, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 5,788,976
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 5,788,976
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,788,976
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 18 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking II, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 5,788,976
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 5,788,976
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,788,976
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 19 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 418,776
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 418,776
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,776
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 20 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 418,776
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 418,776
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,776
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 21 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 305,371
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 305,371
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,371
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 22 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners-A, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 113,405
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 113,405
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,405
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 23 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJMB Funding II, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 927,352
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 927,352
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,352
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 24 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ LBO Plans Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,018,463
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,018,463
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,463
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 25 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
UK Investment Plan 1997 Partners
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 138,196
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 138,196
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,196
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 26 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ First ESC, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 995,011
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 995,011
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,011
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 263578106 13G Page 27 of 33 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ EAB Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 23,452
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 23,452
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,452
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer: Page 28 of 33 Pages
Duane Reade, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
440 Ninth Ave.
New York, NY 10001
Item 2(a) and 2(b)
Name of Person Filing and Address of Principal Business Office:
AXA Conseil Vie Assurance Mutuelle
(formerly Alpha Assurances Vie Mutuelle)
100-101 Terrasse Boieldieu
92042 Paris La Defense France
AXA Assurances I.A.R.D Mutuelle and
AXA Assurances Vie Mutuelle
21, rue de Chateaudun
75009 Paris France
AXA Courtage Assurance Mutuelle
26, rue Louis le Grand
75002 Paris France
as a group (collectively, the 'Mutuelles AXA').
AXA (formerly, AXA-UAP)
9 Place Vendome
75001 Paris France
The Equitable Companies Incorporated
1290 Avenue of the Americas
New York, New York 10104
Alliance Capital Management L.P.
1345 Avenue of the Americas
New york, New York 10105
Donaldson, Lufkin & Jenrette, Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
DLJ Capital Investors, Inc.
DLJ Merchant Banking Partners II, L.P.
DLJ Merchant Banking Partners II-A, L.P.
DLJ Offshore Partners II, C.V.
DLJ Milennium Partners, L.P.
DLJ Millenium Partners-A, L.P.
DLJ Merchant Banking II, Inc.
DLJ Merchant Banking II, LLC
DLJ Diversified Partners, Inc.
DLJ Diversified Associates, L.P.
DLJ Diverisifed Partners, L.P.
DLJ Diversified Partners-A, L.P.
DLJMB Funding II, Inc.
DLJ LBO Plans Management Corporation
UK Investment Plan 1997 Partners
DLJ First ESC, L.P.
DLJ EAB Partners, L.P.
277 Park Avenue,
New York, NY 10172.
(Please contact Patrick Meehan at (212) 641-8234
with any questions.)
<PAGE>
Page 29 of 33 Pages
Item 2(c) Citizenship:
Each of the persons filing this statement is a United States
citizen, a corporation or limited partnership organized under the
laws of a state of the United States or a trust created or
governed under the laws of a state of the United States except as
noted below:
Mutuelles AXA and AXA - France
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
263578106
Item 3. Type of Reporting Person:
The Equitable Companies HC
The Mutuelles AXA, as a group HC
AXA HC
Alliance Capital Management L.P. IA
Donaldson, Lufkin & Jenrette, Inc. HC
Donaldson, Lufkin & Jenrette Securities Corporation BD
DLJ Capital Investors, Inc. HC
DLJ Merchant Banking Partners II, L.P. PN
DLJ Merchant Banking Partners II-A, L.P. PN
DLJ Offshore Partners II, C.V. PN
DLJ Milennium Partners, L.P. PN
DLJ Millenium Partners-A, L.P. PN
DLJ Merchant Banking II, Inc. CO
DLJ Merchant Banking II, LLC PN
DLJ Diversified Partners, Inc. CO
DLJ Diversified Associates, L.P. PN
DLJ Diverisifed Partners, L.P. PN
DLJ Diversified Partners-A, L.P. PN
DLJMB Funding II, Inc. CO
DLJ LBO Plans Management Corporation CO
UK Investment Plan 1997 Partners PN
DLJ First ESC, L.P. PN
DLJ EAB Partners, L.P. PN
<PAGE>
<TABLE>
Page 30 of 33 Pages
Item 4. Ownership as of December 31, 1998:
<CAPTION> (a) (b)
Amount Percent
Beneficially of Class
Owned (Shares) (1)
<S> <C> <C>
The Mutuelles AXA, as a group (2) 8,306,933 48.9%
AXA (2) 8,306,933 48.9%
The Equitable Companies Incorporated 8,306,933 48.9%
Alliance Capital Management Corp. 5,100 0.03
Donaldson, Lufkin & Jenrette Securities Corporatio 10,070 0.06%
DLJ Capital Investors, Inc. 8,291,763 48.8%
DLJ Merchant Banking Partners II, L.P. 5,223,192 30.7%
DLJ Merchant Banking Partners II-A, L.P. 208,012 1.2%
DLJ Offshore Partners II, C.V. 256,849 1.5%
DLJ Milennium Partners, L.P. 84,453 0.5%
DLJ Millenium Partners-A, L.P. 16,471 0.1%
DLJ Merchant Banking II, Inc. 5,788,976 34.1%
DLJ Merchant Banking II, LLC 5,778,976 34.1%
DLJ Diversified Partners, Inc. 418,776 2.5%
DLJ Diversified Associates, L.P. 418,776 2.5%
DLJ Diverisifed Partners, L.P. 305,371 1.8%
DLJ Diversified Partners-A, L.P. 113,405 0.7%
DLJMB Funding II, Inc. 927,352 5.4%
DLJ LBO Plans Management Corporation 1,018,463 6.0%
UK Investment Plan 1997 Partners 138,196 0.8%
DLJ First ESC, L.P. 995,011 5.8%
DLJ EAB Partners, L.P. 23,452 0.1%
</TABLE>
(1) Based on 16,985,557 shares outstanding as reported in the Company's
most recent 10-Q report.
(2) Each of the Mutuelles AXA, as a group, and AXA expressly declares that
the filing of this Schedule 13G shall not be construed as an admission
that it is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of any securities covered by this Schedule 13G.
<PAGE>
<TABLE>
ITEM 4. Ownership as of 12/31/98(CONT.) Page 31 of 33 Pages
(c) Deemed Voting Power and Disposition Power:
<CAPTION>
(i) Sole (ii) Shared (iii) Sole power (iv) Shared
power to vote power to vote to dispose or to power to dispose
or to direct or to direct direct the or to direct the
the vote the vote disposition of disposition of
<S> <C> <C> <C> <C>
The Mutuelles AXA, as a group 0 8,301,834 5,300 8,301,634
AXA 0 8,301,834 5,300 8,301,634
The Equitable Companies Incorporated 0 8,301,834 5,300 8,301,634
Alliance Capital Management L.P. 0 0 5,100 0
Donaldson, Lufkin & Jenrette, Inc. 0 8,301,834 200 8,301,634
Donaldson, Lufkin & Jenrette Securities Corporation 0 0 200 9,870
DLJ Capital Investors, Inc. 0 8,291,763 0 8,291,763
DLJ Capital Investors, Inc. 0 8,291,763 0 8,291,763
DLJ Merchant Banking Partners II, L.P. 0 5,223,192 0 5,223,192
DLJ Merchant Banking Partners II-A, L.P. 0 208,012 0 208,012
DLJ Offshore Partners II, C.V. 0 256,849 0 256,849
DLJ Milennium Partners, L.P. 0 84,453 0 84,453
DLJ Millenium Partners-A, L.P. 0 16,471 0 16,471
DLJ Merchant Banking II, Inc. 0 5,788,976 0 5,788,976
DLJ Merchant Banking II, LLC 0 5,778,976 0 5,778,976
DLJ Diversified Partners, Inc. 0 418,776 0 418,776
DLJ Diversified Associates, L.P. 0 418,776 0 418,776
DLJ Diverisifed Partners, L.P. 0 305,371 0 305,371
DLJ Diversified Partners-A, L.P. 0 113,405 0 113,405
DLJMB Funding II, Inc. 0 927,352 0 927,352
DLJ LBO Plans Management Corporation 0 1,018,463 0 1,018,463
UK Investment Plan 1997 Partners 0 138,196 0 138,196
DLJ First ESC, L.P. 0 995,011 0 995,011
DLJ EAB Partners, L.P. 0 23,452 0 23,452
</TABLE>
(Each of the above subsidiaries of the Equitable Companies operates under
independent management and makes independent voting and investment
decisions).
<PAGE>
Page 32 of 33 Pages
Item 5.
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
( )
Item 6.
Ownership of More than Five Percent on behalf of Another Person. N/A
Item 7.
Identification and Classification of the Subsidiary which Acquired
the Security Being Reporting on by the Parent Holding Company:
This Schedule 13G is being filed by Equitable Companies; AXA,
which beneficially owns a majority interest in Equitable Companies;
and the Mutuelles AXA, which as a group control AXA:
( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent
holding company with respect to the holdings of the following
AXA entity or entities;
( ) in AXA's capacity as a parent holding company with respect
to the holdings of the following AXA entity or entities:
(X) in EQUITABLE COMPANIES capacity as a parent holding company
with respect to the holdings of its following subsidiaries:
(X) Alliance Capital Management L.P.
(X) Donaldson, Lufkin & Jenrette, Inc.
(X) Donaldson, Lufkin & Jenrette Securities Corporation
(X) DLJ Capital Investors, Inc.
(X) DLJ Merchant Banking Partners II, L.P.
(X) DLJ Merchant Banking Partners II-A, L.P.
(X) DLJ Offshore Partners II, C.V.
(X) DLJ Milennium Partners, L.P.
(X) DLJ Millenium Partners-A, L.P.
(X) DLJ Merchant Banking II, Inc.
(X) DLJ Merchant Banking II, LLC
(X) DLJ Diversified Partners, Inc.
(X) DLJ Diversified Associates, L.P.
(X) DLJ Diverisifed Partners, L.P.
(X) DLJ Diversified Partners-A, L.P.
(X) DLJMB Funding II, Inc.
(X) DLJ LBO Plans Management Corporation
(X) UK Investment Plan 1997 Partners
(X) DLJ First ESC, L.P.
(X) DLJ EAB Partners, L.P.
<PAGE>
Page 33 of 33 Pages
Item 8. Identification and Classification of Members of the Group. N/A
---------------------------------------------------------
Item 9. Notice of Dissolution of Group: N/A
------------------------------
Item 10. Certification:
-------------
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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.
Date: March 26, 1999 THE EQUITABLE COMPANIES INCORPORATED*
/s/ Alvin H. Fenichel
--------------------------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
*Pursuant to the Joint Filing Agreement with respect to Schedule 13G
attached hereto as Exhibit I, among The Equitable Companies Incorporated,
AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA
Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA,
this statement Schedule 13G is filed on behalf of each of them.
EXHIBIT I
JOINT FILING AGREEMENT
----------------------
Each of the undersigned hereby agrees that the
Schedule 13G filed herewith is filed jointly, pursuant to
Rule 13d-1(f)(1) of the Securities Exchange Act of 1934,
as amended on behalf of each of them.
Dated: March 26, 1999
The Equitable Companies Incorporated
BY: /s/ Alvin H. Fenichel
-------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle;
AXA Conseil Vie Assurance Mutuelle; AXA Courtage Assurance
Mutuelle, as a group, and AXA
Signed on behalf of each of the above entities
BY: /s/ Alvin H. Fenichel
-----------------------------------------
Alvin H. Fenichel
Attorney-in-Fact
(Executed pursuant to Powers of Attorney)
<PAGE>
Exhibit 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that DLJ CAPITAL INVESTORS, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Marjorie
White, from the date hereof until such time as this Power of Attorney is
revoked in writing, to act as its true and lawful agent and attorney-
in-fact with full power and authority, in the name of and on behalf of the
Company to execute, consent to, swear to, acknowledge, file, amend and/or
modify and deliver one or more filings on Schedule 13-G and any and all
subsequent filings made by or on behalf of the Securities and Exchange
Commission pursuant to the Securities Act and/or the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of March 1999.
DLJ CAPITAL INVESTORS, INC.
/s/ Marjorie White
- - --------------------------------------
by: Marjorie White/Corporate Secretary
