-----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, C3TZEmqUb6/ZNLeX5TDaOJRgUGCq0IukaO+mqc/T0lTYqR2aBfsTk60Sc3PXAuGy aOSPRa/Bq3oDEIjSuOVyxQ== 0000914760-02-000157.txt : 20020826 0000914760-02-000157.hdr.sgml : 20020826 20020826112730 ACCESSION NUMBER: 0000914760-02-000157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020826 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICE DEPOT INC CENTRAL INDEX KEY: 0000800240 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 592663954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 02747760 BUSINESS ADDRESS: STREET 1: 2200 OLD GERMANTOWN RD CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 5612664800 MAIL ADDRESS: STREET 1: 2200 OLD GERMANTOWN ROAD STREET 2: 2200 OLD GERMANTOWN ROAD CITY: DELRAY BEACH STATE: FL ZIP: 33445 8-K 1 o52728k82602.txt AUGUST 26, 2002 UNITED STATES 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: August 26, 2002 Commission file number 1-10948 OFFICE DEPOT, INC. (Exact name of registrant as specified in its charter) Delaware 59-2663954 ---------------------------------- --------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2200 Old Germantown Road, Delray Beach, Florida 33445 (Address of principal executive offices) (Zip Code) (561) 438-4800 (Registrant's telephone number, including area code) Former name or former address, if changed since last report: N/A ITEM 9. REGULATION FD DISCLOSURE On August 26, 2002, Office Depot Inc.(the "Company") gave notice to the holders of its Office Depot, Inc. Liquid Yield Option Notes Due November 1, 2008 (the "Notes") in aggregate principal amount of $2,912,000, that the Company has elected to redeem the Notes on September 26, 2002 at the redemption price of $785.44 per $1,000 in aggregate principal amount. Attached to this Form 8-K as Exhibit 99.1.1 is a copy of the Notice of Redemption. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 99.1.1. Copy of the Notice of Redemption to the Holders of Office Depot, Inc. Liquid Yield Option Notes due November 1, 2008. SIGNATURE 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 thereunto duly authorized. OFFICE DEPOT, INC. Date: August 26, 2002 By: /S/ DAVID C. FANNIN David C. Fannin Executive Vice President and General Counsel EX-99.1.1 3 o52772x82602.txt COPY OF NOTICE OF REDEMPTION ================================================================================ NOTICE OF REDEMPTION TO THE HOLDERS OF OFFICE DEPOT, INC. LIQUID YIELD OPTION NOTES DUE NOVEMBER 1, 2008 (CUSIP No. 676220AB2)* ================================================================================ NOTICE IS HEREBY GIVEN THAT, pursuant to Paragraph 5 and 7 of the Liquid Yield Option Notes and in accordance with Article 3.01 of the Indenture dated November 1, 1993 between Office Depot, Inc., (the "Company") and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (the "Trustee"), the Company has elected to redeem its outstanding Liquid Yield Option Notes due November 1, 2008 (the "Notes) on September 26, 2002 (the "Redemption Date"), at the redemption price of $785.44 per $1000 in aggregate principal amount of $2,912,000 Notes. On the Redemption Date, the Redemption Price will become due and payable on the Notes. Unless the Company shall default in the payment of the Redemption Price, original issue discount on the Notes and interest, if any, will cease to accrue on and after the Redemption Date and the only remaining right of the holder of the Notes after such date will be to receive payment of the Redemption Price upon surrender of the Notes to the Paying Agent. Each note is convertible at the option of the Holder at any time prior to the close of business on the Redemption Date into common stock of the Company ("Common Stock") at a conversion price of $24.66 (the "Conversion Rate"). The Holders who want to convert the Notes must satisfy the requirements set forth in Paragraph 9 of the notes. Upon conversion Holders will not receive any cash payment representing accrued Original Issue Discount; such accrued Original Issue Discount will be deemed paid in full to the Holder through the delivery of the Common Stock in exchange for the Note being converted. The Notes must be presented and surrendered to the Paying Agent to collect the Redemption Price at the offices of the Paying Agent , Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as follows: By Mail: By Overnight Courier: By Hand Delivery: - -------- --------------------- ----------------- DB Services Tennessee, Inc. DB Services Tennessee, Inc. Deutsche Bank Trust Company Americas Corporate Trust & Agency Services Corporate Trust & Agency Services DTC Transfer Agent Services Securities Payment Unit 648 Grassmere Park Road Attn: Vinney Brown P.O. Box 291207 Nashville, TN 37211 55 Water Street - Jeanette Park Entrance Nashville, TN 37229-1207 Attention: Securities Payment Unit New York, NY 10041
For Information call: 1-800-735-7777 The method of delivery is at the option and risk of the holder. If delivered by mail, certified or registered mail, properly insured, is recommended for your protection. Enclosed is a form of Letter of Transmittal which includes instructions regarding its completion, mailing or delivery and other information. [OFFICE DEPOT, INC.] Dated: August 26, 2002 *No representation is made as to the accuracy of the CUSIP number either as printed on the Debentures or as set forth in this Notice of Redemption. IMPORTANT TAX INFORMATION Please Read This Notice Carefully EXISTING FEDERAL INCOME TAX LAW MAY REQUIRE THE WITHHOLDING OF 30% (29% IN 2004 AND 2005 AND 28% THEREAFTER) OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR (SECURITIES) FOR PAYMENTS WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION NUMBER, CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY. HOLDERS MAY ALSO BE SUBJECT TO A PENALTY OF $50.00 FOR FAILURE TO PROVIDE SUCH NUMBER. CERTIFICATION MAY BE MADE TO THE PAYING AGENT ON THE SUBSTITUTE FORM W-9. LETTER OF TRANSMITTAL To Accompany [OFFICE DEPOT, INC.] NOTES DUE November 1, 2008 (CUSIP No. 676220AB2)* Notes registered in your name have been called for redemption on September 26, 2002. The Notes will become due and payable on September 26, 2002 and, subject to receipt of the necessary funds by the Paying Agent, payment will be made upon presentation and surrender thereof at the offices of Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Paying Agent, as follows: By Mail: By Overnight Courier: By Hand Delivery: - -------- --------------------- ----------------- DB Services Tennessee, Inc. DB Services Tennessee, Inc. Deutsche Bank Trust Company Americas Corporate Trust & Agency Services Corporate Trust & Agency Services DTC Transfer Agent Services Securities Payment Unit 648 Grassmere Park Road Attn: Vinney Brown P.O. Box 291207 Nashville, TN 37211 55 Water Street - Jeanette Park Entrance Nashville, TN 37229-1207 Attention: Securities Payment Unit New York, NY 10041
For Information call: 1-800-735-7777 The method of delivery is at the option and risk of the holder, but if mail is used, certified or registered mail, properly insured, is recommended for your protection. Notes need not be endorsed if payment is to be made to the registered holder. If payment is to be made to other than the registered holder, transfer requirements will be applicable. Dated: August 26, 2002 Please complete this part and attach to your Debentures. ================================================================================ REDEMPTION: [OFFICE DEPOT, INC.] Notes due November 1, 2008 (CUSIP NO. 676220AB2)* - -------------------------------------------------------------------------------- Name and Address of Certificate Registered Holder(s) Number(s) Denomination Principal Amount - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TOTAL $: IMPORTANT TAX INFORMATION Please Read This Notice Carefully EXISTING FEDERAL INCOME TAX LAW MAY REQUIRE THE WITHHOLDING OF 30% (29% IN 2004 AND 2005 AND 28% THEREAFTER) OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR (SECURITIES) FOR PAYMENTS WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION NUMBER, CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY. HOLDERS MAY ALSO BE SUBJECT TO A PENALTY OF $50.00 FOR FAILURE TO PROVIDE SUCH NUMBER. CERTIFICATION MAY BE MADE TO THE PAYING AGENT ON THE SUBSTITUTE FORM W-9. - -------------------------------------------------------------------------------- *No representation is made as to the accuracy of the CUSIP number either as printed on the Debentures or as set forth in this Notice of Redemption. -----END PRIVACY-ENHANCED MESSAGE-----