-----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, Qo0FHWa7pNdl6FjsUb0lMqtQvihRvQXvD8e5anrIyDLxyNk/W8lc7SHulrD820HI gNR6cvkriQuAcdS/0dpCUw== 0000950144-96-006626.txt : 19960930 0000950144-96-006626.hdr.sgml : 19960930 ACCESSION NUMBER: 0000950144-96-006626 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960927 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOME DEPOT INC CENTRAL INDEX KEY: 0000354950 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 953261426 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-12811 FILM NUMBER: 96635395 BUSINESS ADDRESS: STREET 1: 2727 PACES FERRY RD CITY: ATLANTA STATE: GA ZIP: 30339-4024 BUSINESS PHONE: 770-433-82 MAIL ADDRESS: STREET 1: 2455 PACES FERRY ROAD CITY: ATLANTA STATE: GA ZIP: 30339-4024 S-3 1 THE HOME DEPOT, INC FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- THE HOME DEPOT, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------------- DELAWARE 95-3261426 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)
2727 PACES FERRY ROAD ATLANTA, GEORGIA 30339-4089 (770) 433-8211 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- MARSHALL L. DAY SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER THE HOME DEPOT, INC. 2727 PACES FERRY ROAD ATLANTA, GEORGIA 30339-4089 (770) 433-8211 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- Copies requested to: JEFFREY M. STEIN, ESQ. LAWRENCE K. MENTER, ESQ. GERALD S. BACKMAN, P.C. KING & SPALDING THE HOME DEPOT, INC. WEIL, GOTSHAL & MANGES LLP 191 PEACHTREE STREET 2727 PACES FERRY ROAD 767 FIFTH AVENUE ATLANTA, GEORGIA 30303-1763 ATLANTA, GEORGIA 30339-4089 NEW YORK, NEW YORK 10153 (404) 572-4600 (770) 433-8211 (212) 310-8000
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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. /X/ 333-12575 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. / / CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE - ------------------------------------------------------------------------------------------------------------ 3 1/4% Convertible Subordinated Notes Due 2001.................... $184,000,000 100% $184,000,000 $63,449 - ------------------------------------------------------------------------------------------------------------ Common Stock, $.05 par value........ (2) -- -- -- - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee. (2) Such indeterminate number of shares of Common Stock of the Registrant as may be issuable upon conversion of the Notes being registered hereunder. Such shares of Common Stock will, if issued, be issued for no additional consideration and therefore no registration fee is required. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO. 333-12575 The Home Depot, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-12575) declared effective on September 26, 1996 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 26th day of September, 1996. The Home Depot, Inc. By: /s/ BERNARD MARCUS ------------------------------------ Bernard Marcus Chairman of the Board, Chief Executive Officer and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on September 26, 1996:
SIGNATURE TITLE - --------------------------------------------- ---------------------------------------------- /s/ BERNARD MARCUS Chairman of the Board, Chief Executive Officer - --------------------------------------------- and Secretary (Principal Executive Officer) Bernard Marcus /s/ ARTHUR M. BLANK President, Chief Operating Officer and - --------------------------------------------- Director Arthur M. Blank /s/ RONALD M. BRILL Executive Vice President, Chief Administrative - --------------------------------------------- Officer, Assistant Secretary and Director Ronald M. Brill * Director - --------------------------------------------- Frank Borman * Director - --------------------------------------------- John L. Clendenin * Director - --------------------------------------------- Johnnetta B. Cole * Director - --------------------------------------------- Berry R. Cox /s/ MARSHALL L. DAY Senior Vice President and Chief Financial - --------------------------------------------- Officer (Principal Financial and Accounting Marshall L. Day Officer) * Director - --------------------------------------------- Milledge A. Hart, III * Director - --------------------------------------------- Donald R. Keough * Director - --------------------------------------------- Kenneth G. Langone * Director - --------------------------------------------- M. Faye Wilson *By: /s/ BERNARD MARCUS - --------------------------------------------- Bernard Marcus Attorney-in-fact
II-1 4 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION OF EXHIBITS PAGE - ------ ----------------------------------------------------------------------- ------------- 5.1 -- Opinion of King & Spalding 23.1 -- Consent of King & Spalding (included as part of its opinion filed as Exhibit 5.1) 23.2 -- Consent of KPMG Peat Marwick LLP 24.1 -- Powers of Attorney*
- --------------- * Previously filed. EX-5.1 2 OPINION OF KING SPALDING 1 EXHIBIT 5.1 [Letterhead of King & Spalding] September 26, 1996 The Home Depot, Inc. 2727 Paces Ferry Road Atlanta, Georgia 30339-4089 Re: Registration of 3 1/4% Convertible Subordinated Notes Due 2001 Ladies and Gentlemen: We have acted as counsel for The Home Depot, Inc., a Delaware corporation (the "Company"), in connection with the proposed issuance and sale of up to $184,000,000 principal amount of 3 1/4% Convertible Subordinated Notes Due 2001 of the Company (the "Securities"), to be issued pursuant to an Indenture to be entered into between the Company and The First National Bank of Chicago, as Trustee (the "Indenture"), said Securities being convertible into the Company's Common Stock, $.05 par value (the "Common Stock"), as described in the Registration Statement on Form S-3 (the "Abbreviated Registration Statement") filed by the Company today with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Act"), and the rules and regulations thereunder. The Securities are to be purchased by certain underwriters and offered for sale to the public together with the securities registered pursuant to Registration Statement (No. 333-12575), which was declared effective on September 26, 1996 (the "Initial Registration Statement"), pursuant to the terms of an Underwriting Agreement, the form of which has been filed as an exhibit to the Initial Registration Statement and is incorporated by reference as an exhibit to the Abbreviated Registration Statement (the "Underwriting Agreement"). In so acting, we have examined and relied upon the accuracy of original, certified, conformed or photographic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set forth below. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. Based on the foregoing, we are of the opinion that: (i) upon the authorization, execution and delivery of the Indenture, the Indenture will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms; (ii) the Securities, when duly authorized by the Company, executed on behalf of the Company, authenticated by the Trustee under the Indenture and delivered in accordance with the Indenture, will be validly issued, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and 2 The Home Depot, Inc. September 26, 1996 Page 2 - -------------- will be entitled to the benefits of the Indenture in accordance with their terms and the terms of the Indenture; and (iii) the shares of Common Stock of the Company when issued upon conversion of the Securities in accordance with the Indenture will be validly issued and fully paid and nonassessable. The opinions set forth above are subject, as to enforcement, to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally and to general principles of equity whether applied by a court of law or equity. We consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement and to the reference to our firm under the caption "Validity of Notes" in the Prospectus that forms a part of the Initial Registration Statement incorporated by reference into the Abbreviated Registration Statement. Very truly yours, /s/ King & Spalding ----------------------- KING & SPALDING EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 [KPMG PEAT MARWICK LLP LETTERHEAD] The Board of Directors The Home Depot, Inc. We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG PEAT MARWICK LLP Atlanta, Georgia September 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----